Dated 11 MAR 2011
EXHIBIT 4.3
| Dated | 11 MAR 2011 |
(1) Shareholders as listed on Schedule One
(2) Dragon Bright Mintai Botanical Technology Company Limited
(3) Dragon Bright Mintai Botanical Technology (Cayman) Limited
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THIS AGREEMENT is made this
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11 MAR 2011 |
BETWEEN:
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(1)
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Shareholders as
listed on Schedule
One hereof (individual as “Shareholder” and collectively as
“Shareholders”);
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(2)
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Dragon Bright Mintai Botanical Technology Company Limited, a company incorporated in Hong Kong, whose registered office is situated at 00/X., Xxxx Xxxxxxxx, 00 Xxxx Xxx Xxxxxx, Xxxx Xxxx
(“Dragon Bright HK”); and
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(3)
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Dragon Bright Mintai Botanical Technology (Cayman) Limited, a company incorporated in Cayman Islands, whose registered office is
situated at Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (“Dragon Bright
Cayman”).
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WHEREAS:
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(A)
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Each of the Shareholders beneficially owns the number of shares in the capital of Dragon Bright HK opposite his/her name as listed on Schedule One hereof .
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(B)
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The existing group structure is as shown on Schedule Two.
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(C)
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As part of the re-organization for the purpose of quoting the shares of Dragon Bright Cayman on OTCBB of the United States of America, the parties hereof have agreed to enter into this Share Swap Agreement in the manner set out hereinafter. The reorganisation shall involve the Shareholders of Dragon Bright HK as transferor and Dragon Bright Cayman
as transferee for the transfer of the entire issued capital of 521,450,000 shares in Dragon Bright HK to Dragon Bright Cayman in return in 1 to 1 exchange ratio for Dragon Bright Cayman to allot and issue 521,450,000 new shares (including the 1 shares issued to HO, Lai Xxx Xxxxx), credited as fully paid at par, to the Shareholders as a consideration for the transfer of their entire interests in Dragon Bright HK and its subsidiaries and associates.
After the reorganization hereof, Dragon Bright Cayman shall become the holding company of the group and the group structure shall be as shown on Schedule Three.
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THIS IS HEREBY AGREED THAT:-
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(1)
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Under and subject to the terms of this Agreement, the Shareholders shall transfer all their shares in the share capital in Dragon Bright HK to Dragon Bright Cayman, free form all liens, charges, security interest, encumbrances and adverse claims and with all the rights now or hereinafter attached or accrued thereto as from the date of signing of this
Agreement.
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(2)
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The consideration from Dragon Bright Cayman to the Shareholders shall be satisfied by the issue of the equal respective number of shares that each Shareholder owns in Dragon Bright HK, at par of the share capital of Dragon Bright Cayman credited as fully paid (including the 1 share issued to HO, Lai Xxx Xxxxx).
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COMPLETION
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(3)
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Completion shall take place upon signing of this Agreement:
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(i)
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Each Shareholder shall deliver his respective duly executed instrument of transfer and contract note in respect of his shares in Dragon Bright HK, in favour of Dragon Bright Cayman together with the original of the relevant share certificate.
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(ii)
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Each Shareholder shall deliver a duly signed application for allotment of his respective shares in Dragon Bright Cayman.
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(iii)
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Certified true copy of respective board minute of Dragon Bright HK, Dragon Bright Cayman, and those Shareholders which are corporate shareholders, approving the transaction of this Agreement.
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FULL EFFECT
All the provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed.
FURTHER ASSURANCE
Notwithstanding Completion, each of the parties hereto shall sign or execute any document or do any deed, act or things as may reasonably be requested by the other parties hereto to give full force and effect to the terms of this Agreement and the transactions contemplated hereunder.
COUNTERPARTS
This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which when executed shall constitute an original and all of which when taken together shall constitute one and the same document.
COSTS, EXPENSES AND OTHERS
Each party shall bear its own legal and professional fees, costs and expenses incurred in connection with this Agreement and any documents to be executed hereunder.
ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties or any of them in relation to the transactions contemplated by this Agreement and supersedes and cancels in all respects all previous agreements, letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties hereto with respect to the subject matter hereof, whether such be written or oral.
GOVERNING LAW
This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement the day and year first above written.
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SIGNED by
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For and on behalf of
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/S/ HO Xxx Xxx Xxxxx
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XX Xxx Xxx Xxxxx
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in the presence of: /S/ Xxxxxx SE
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SIGNED by
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LI Xuchang
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/S/ LI Xuchang
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in the presence of: /S/ PUN Chi Hong
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SIGNED by XXXX Xxxxx
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CHINA AGRI-TECH HOLDINGS LIMITED
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/S/ CHINA AGRI-TECH HOLDINGS
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in the presence of: /S/ Xxxxx XXXXX
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LIMITED
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SIGNED by XXXX Xxxxxxx
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For and on behalf of
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/S/ MILLION MAX LIMITED
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MILLION MAX LIMITED
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in the presence of: -
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SIGNED by
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SIGNED by
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ANG Chi Xxxx Xxxxxx
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/S/ ANG Chi Xxxx Xxxxxx
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in the presence of: /S/ Xxxxx XXXXX
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SIGNED by
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XXX Xxxxxxx
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/S/ XXX Xxxxxxx
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in the presence of: /S/ Xxxx Xxx
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SIGNED by
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XXXXX Xxx Po
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/S/ XXXXX Xxx Po
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in the presence of: /S/ Xxxxxx SE
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SIGNED by
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JIAO Dongsheng
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/S/ JIAO DongSheng
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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Xxxxxx X XXXXXX
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/S/ Xxxxxx X XXXXXX
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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XXX Xxxx Kam
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/S/ XXX Xxxx Xxx
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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For and on behalf of
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/S/ XXXXX Xxxxx
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XXXXX Xxxxx
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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HWANG Xxx Xxx
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/S/ XXXXX Xxx Xxx
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in the presence of: /S/ Xxxx XXX
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SIGNED by
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XXXXX Xxxxxx
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/S/ XXXXX Xxxxxx
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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XXX Xxxxx
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/S/ XXX Xxxxx
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in the presence of: /S/ Xxxxxx SE
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SIGNED by
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MA Cho Lik
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/S/ MA Cho Lik
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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XXXX Xxx Chi
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/S/ XXXX Xxx Chi
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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XXXX Xxx Xxxxx Xxxxxx
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/S/ XXXX Xxx Xxxxx Xxxxxx
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in the presence of: /S/ Xxxxx XXXXX
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SIGNED by
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XXXX Xxx Xxxxx
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/S/ XXXX Xxx Xxxxx
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in the presence of: /S/ Xxxx XXX
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SIGNED by
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XXXXX Xxx Xxxx Xxxxxxxx
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/S/ XXXXX Xxx Xxxx Xxxxxxxx
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in the presence of: /S/ Xxxx Xxxxx
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SIGNED by
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LAM Wing Ho Xxxxx
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/S/ XXX Xxxx Ho Xxxxx
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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HON Sheung
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/S/ HON Sheung
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in the presence of: /S/ PUN Chi Hong
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SIGNED by
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XXXX Xxx Hung
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/S/ XXXX Xxx Hung
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in the presence of: /S/ PUN Chi Hong
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SIGNED by XXX Xxxxxx So Man
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WEALTH VANTAGE INTERNATIONAL
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/S/ WEALTH VANTAGE
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LIMITED
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INTERNATIONAL LIMITED
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in the presence of: /S/ Xxxxx XXXXX
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SIGNED by HO Lai Xxx Xxxxx
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For and on behalf of
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/S/ DRAGON BRIGHT MINTAI
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Dragon Bright Mintai Botanical Technology
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BOTANICAL TECHNOLOGY
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Company Limited
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COMPANY LIMITED
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in the presence of: /S/ PUN Chi Hong
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SIGNED by HO Lai Xxx Xxxxx
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For and on behalf of
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/S/ DRAGON BRIGHT MINTAI
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Dragon Bright Mintai Botanical Technology
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BOTANICAL TECHNOLOGY
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(Cayman) Limited
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(CAYMAN) LIMITED
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in the presence of: /S/ Xxxxxx SE
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