STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and effective
as of this 22nd day of April, 2003, by and between Man Sang Holdings Inc., a
Nevada corporation (the "Purchaser"), and Xxx Xxxx Fu, an individual, and Li
Xxxx Xx, an individual (each of Xxx Xxxx Fu and Li Xxxx Xx, a "Seller" and
collectively the "Sellers").
RECITALS:
WHEREAS, Xxx Xxxx Fu and Li Xxxx Xx, the Sellers, are the sole and
exclusive owners, free and clear of any adverse claim of 210,000 and 200,000
shares, respectively, of the issued and outstanding shares of capital stock of
Purchaser (the "Shares").
WHEREAS, Sellers desire to sell the Shares to Purchaser and Purchaser
desires to purchase the Shares from Sellers for the consideration, at the
purchase price and upon the terms and conditions hereinafter set forth.
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements of the parties and for other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties,
intending to be bound legally, hereby agree as follows:
1. RECITALS. The foregoing Recitals to this Agreement are incorporated in and
made a part of this Agreement.
2. SALE AND PURCHASE. On the basis of the representations, warranties and
agreements contained herein and subject to and upon the terms and
conditions hereof, Sellers will sell, transfer, convey, assign and deliver
to Purchaser, and Purchaser will purchase, at the Closing (as hereinafter
defined), the Shares owned or held by Sellers for the Purchase Price (as
hereinafter defined).
3. PURCHASE PRICE. In consideration of the sale, transfer, conveyance,
assignment and delivery of the Shares by Sellers to Purchaser at the
Closing, Purchaser will, in full payment thereof, pay to Sellers at the
Closing $1.50 per share, or the aggregate sum of $615,000 (the "Purchase
Price"), in cash or immediately available funds.
4. REPRESENTATIONS AND WARRANTIES OF EACH SELLER
Each Seller represents and warrants to Purchaser as follows:
4.01 TITLE TO THE SHARES. Each Seller is the sole and exclusive legal
and beneficial owner of and has good and marketable title to the Shares, free
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and clear of any and all mortgages, pledges, liens, claims, security interests,
agreements, restrictions, encumbrances, charges or rights of others of any kind.
4.02 ABSENCE OF VIOLATION. Neither the execution, delivery nor
performance of this Agreement nor the consummation of the transactions
contemplated hereby will, with or without the giving of notice or the passage of
time, or both, conflict with, constitute a violation or default under, or result
in a right to accelerate or loss of rights under, or result in the creation of
any lien, charge or encumbrance pursuant to, any provision of any permit,
license, agreement, understanding, law, rule or regulation or any order,
judgment or decree to which either Seller is a party or by which either Seller
may be bound.
4.03 RELIANCE BY SELLERS. In determining to sell the Shares to Purchaser for
the Purchase Price, Sellers have relied only upon the disclosure made by
Purchaser in the SEC reports, referred to below, and have not relied upon any
representation or statement, whether oral or written, made by any person acting
or purportedly acting on behalf of Purchaser as to any matter relating to this
Agreement, including specifically the present or projected value of the Shares.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and
warrants to Sellers as follows:
5.01 ORGANIZATION AND STANDING. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of Nevada and has all
requisite power, authority and legal right to enter into this Agreement and to
carry out the transactions contemplated by this Agreement.
5.02 AUTHORIZATION. The execution, delivery and performance of this
Agreement, the delivery of the Purchase Price and the consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary action of Purchaser (none of which actions has been modified or
rescinded and all of which actions are in full force and effect). This Agreement
constitutes a valid and binding agreement and obligation of Purchaser,
enforceable in accordance with its terms.
5.03 CONSENTS. Purchaser is not subject to any law, ordinance, regulation,
rule, order, judgment, injunction, decree, charter or by-law, or contract,
commitment, lease, agreement, instrument or other restriction of any kind, that
would prevent the consummation of this Agreement or any of the transactions
contemplated hereby if the consent of any third party is not obtained, that
would require the consent of any third party to the consummation of this
Agreement or any of the transactions contemplated hereby, or that would result
in any penalty, forfeiture or termination as a result of such consummation.
5.04 PURCHASER'S SEC REPORTS. Since January 1, 2002, Purchaser has filed
with the Securities and Exchange Commission ("SEC") all reports required to have
been filed pursuant to Section 13 of the Securities Exchange Act of 1934
("Act"). All Purchaser's SEC reports complied at the time of their filing in all
material respects as to form and substance with the requirements of the Act and
the rules and regulations thereunder, and none of Purchaser's SEC reports,
including any information incorporated by reference therein, contained at the
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time of filing any untrue statement of material fact or omitted to state any
material fact necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading.
5.05 DISCLOSURE TO SELLERS. There has been no material corporate
development, favorable or unfavorable, or material adverse change in Purchaser's
business, financial condition or results of operations since the filing of the
most recent SEC report, which would be required to be disclosed in a SEC report
if it were to be filed on the date hereof.
6. CLOSING
6.01 CLOSING; CLOSING DATE. The closing (the "Closing") shall take
place on a day and place agreed to by the parties hereto, but not later than
5:00 p.m. (local time) on the 30th day of April, 2003 (the "Closing Date").
6.02 DELIVERY BY SELLERS. At or before the Closing, Seller shall deliver
to Purchaser (i) the Shares, free and clear of any liens or encumbrances and
duly endorsed for transfer, and other records, documents and instruments, in
form sufficient to transfer and convey to Purchaser title to the Shares, and
(ii) any additional documents reasonably necessary to close the transactions
contemplated herein.
6.03 DELIVER BY PURCHASER. At Closing, Purchaser shall deliver to
Sellers (i) the Purchase Price, and (ii) and any additional documents reasonably
necessary to close the transactions contemplated herein.
7. CONDITIONS OF CLOSING. The obligations of the parties under this Agreement
shall be subject to and conditioned upon the satisfaction at the Closing of each
of the following conditions:
(a) all representations and warranties of the parties contained in this
Agreement shall be true and correct at and as of the Closing Date and the
parties shall have performed all agreements and covenants and satisfied all
conditions on their respective parts to be performed or satisfied by the Closing
Date pursuant to the terms of this Agreement.
(b) there shall have been no material adverse change since the date
hereof in the financial condition, business or affairs of Purchaser, and
Purchaser shall not have suffered any material loss (whether or not insured), by
reason of physical damage caused by fire, earthquake, accident or other calamity
which substantially affects the value of its assets, properties or business;
(c) no suit, action, investigation, inquiry or other legal or
administrative proceeding shall have been instituted or threatened which
questions the validity or legality of the transactions contemplated hereby; and
(d) as of the Closing, there shall be no effective injunction, writ,
preliminary Restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated.
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8. FURTHER DOCUMENTS OR ASSURANCES.
At any time and from time to time after the Closing, at Purchaser's request
and without additional cost or consideration, each Seller will execute and
deliver to Purchaser such other instruments of sale, transfer, conveyance,
assignment and confirmation, and shall take such action as Purchaser may
reasonably deem necessary or desirable in order to more effectively transfer,
convey and assign the Shares as provided herein, and to confirm Purchaser's
title to the Shares.
9. BROKERS; EXPENSES.
9.01 BROKERS. Sellers and Purchasers represent that none of them has
engaged, or incurred any unpaid liability for any brokerage fees, finder's fees,
commissions or otherwise, to any broker, finder or agent in connection with the
transactions contemplated by this Agreement for which the other party shall be
liable or responsible.
9.02 EXPENSES. Each party hereto shall pay its own expenses incurred in
connection with this Agreement and in the preparation for and consummation of
the transactions provided for herein.
10. MISCELLANEOUS.
10.01 NOTICES. All notices, demands, requests or other communications
which may be or are required to be given or made by any, party to any other
party pursuant to this Agreement shall be in writing and shall be hand-delivered
or transmitted by telegram, telex or facsimile transmission addressed as
follows:
If to Sellers: Xxx Xxxx Fu
3/F., China Pearl City
Yunnan Beilu, Beihai
Guangxi, PRC
Fax: (00) 000 000 0000
- and/or -
Xx Xxxx Bo
Nei Feng Cun
Xxx Xxxx Xxxx, -Punning
Guangdong, PRC
If to Purchaser: Man Sang Holdings Inc.
00/X., Xxxxxxx Xxxxx
00 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
Xxxx Xxxx
Attention: Xxxxx Xxxxx, President and
Chief Executive Officer
Fax: 000 0000 0000
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or such other address as the addressee may indicate by written notice to the
other parties.
10.02 GOVERNING LAW. This Agreement, the rights and obligations of the
parties hereto and any claims or disputes relating thereto shall be governed by
and construed under the laws of the Hong Kong SAR, excluding the choice of law
rules thereof.
10.03 HEADINGS. The captions and headings herein are for convenience
and reference only and in no way define or limit the scope or content of this
Agreement or in any way affect its provisions.
10.04 CONSTRUCTION. The singular shall include the Plural; masculine
shall include the feminine.
10.05 SEVERABILITY. If any part of any provision of this Agreement or
any other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, such part
shall be ineffective to the extent of such invalidity or unenforceability only,
without in any way affecting the remaining parts of such provisions or the
remaining provisions of said agreement.
10.06 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement and the
documents referred to herein contain the final and entire agreement between the
parties hereto with respect to the sale and purchase of the Shares, and are
intended to be an integration of all prior negotiations and understandings. No
party shall be bound by any terms, conditions, statements, warranties or
representations, oral or written, not contained herein. No change or
modification of this Agreement shall be valid unless the same is in writing and
signed by the parties hereto. No waiver of any of the provisions of this
Agreement shall be valid unless the same is in writing and is signed by the
party against which it is sought to be enforced.
10.07 SIGNATURE IN COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in separate counterparts, none of which need contain the
signatures of all parties, each of which shall be deemed to be an original, and
all of which taken together constitute one and the same instrument. It shall not
be necessary in making proof of this Agreement to produce or account for more
than the number of counterparts containing the respective signatures of, or on
behalf of, all of the parties hereto. Facsimile signatures shall be as effective
and valid as manually-signed signatures.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement or caused this Agreement to be duly executed and delivered on its
behalf, as of the date and year first above written.
ATTEST SELLERS
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Name XXX XXXX FU
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Name LI XXXX XX
PURCHASER
MAN SAND HOLDINGS, INC.
_______________________ By: ________________________
Name Name: Xxxxx Xxxxx
Position: President and Chief
Executive Officer
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