EXHIBIT 10.41
Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Co., Ltd., dated April 30,
1998 (Certified English translation of original Chinese version)
The undersigned officer of China Resources Development, Inc., hereby represents
that the following is a fair and accurate English translation of the original
Chinese version of the Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Co., Ltd., between Guilinyang Farm and the
Company, dated April 30, 1998.
/s/ Xxxx Xxx On
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Xxxx Xxx On, Financial Controller
AGREEMENT FOR THE SALE AND PURCHASE OF SHARE IN HAINAN ZHONGWEI
AGRICULTURAL RESOURCES CO.,LTD.
This Agreement is made and entered into by and between:
(1) Hainan Guilinyang State Farm (the "Seller") with its registered office
situated at Lingshan, Qiongshan City, Hainan Province 571100 with Xx. Xxx
Shiluan as its legal representative; and
(2) China Resources Development, Inc. (the "Purchaser") with its registered
office situated at 36/F., Far east Finance Center, 00 Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxx Xxxx with Xx. Xxxxx Yibing as its legal representative.
WHEREAS the Seller owns 5,000,000 shares, representing 5% of the total issued
and outstanding share capital of Hainan Zhongwei Agricultural Resources Company
Ltd. (the "Company") and desires to sell and the Purchaser desires to purchase
all of such share capital.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
ARTICLE I SALE AND PURCHASE
Upon and subject to the terms and conditions of this Agreement, the
Seller shall sell and the Purchaser shall purchase 5,000,000 shares (the "Sale
Shares") held by the Seller with all rights attached thereto as from the
Effective Date of this Agreement.
ARTICLE II PURCHASE PRICE
The consideration for the sale and purchase of the Sale Shares shall be
Renminbi Yuan Seven Million (RMB7,000,000) (the "Purchase Price") and shall be
payable within one month upon the execution of this Agreement.
ARTICLE III COMPLETION OF TRANSFER
Completion shall take place at the headquarters of the Company, except
otherwise agreed by all parties concerned, of the following business shall be
transacted:-
(a) The Seller shall deliver or procure the delivery to the Purchaser
of :-
(i) the share certificate(s) for the Sale Shares ; and
(ii) the written resignation of all the directors nominated or
recommended by the Seller.
(b) The Seller shall procure that a board meeting of the Company shall
be held at which:-
(i) such person as the Purchaser may nominate shall be
appointed as director;
(ii) there shall be submitted and accepted the resignation of
the directors referred to in Article 3(a) (ii); and
(iii) The transfer of the sale Shares shall be approved for
registration in shareholder book of the Company.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as follows:
4.1 The Seller is a legal person duly organized and validly existing under the
laws of the People's Republic of China. The Seller has full corporate power and
authority to execute and deliver this Contract and to perform its obligations
hereunder.
4.2 The execution and delivery by the Seller of this Agreement and the
performance by the Seller of its obligations hereunder, has been duly and
validly authorized. This Agreement has been duly and validly executed and
delivered by the seller and constitutes a legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms.
4.3 The Sale Shares are duly authorized, validly issued, outstanding, fully paid
and nonassessable. The Seller owns the Shares free and clear of all liens,
security interests, pledges or encumbrances of any kind.
4.4 The execution and deliver by the Seller of this Agreement do not and the
performance by the Seller of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of association or other comparable corporate charter
documents of the Seller or the Company;
(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 the Seller
or the Company or any of their respective assets and properties.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Purchaser as follows:
5.1 The Purchaser is a legal person duly organized, validly existing and in good
standing under the laws of the State of Nevada, United States of America. The
Seller has full corporate power and authority to execute and deliver this
Contract and to perform its obligations hereunder.
5.2 The execution and delivery by the Purchaser of this Agreement and the
performance by the Purchaser of its obligations hereunder, has been duly and
validly authorized. This Agreement has been duly and validly executed and
delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms.
5.3 The execution and deliver by the Purchaser of this Agreement do not and the
performance by the Purchaser of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or other comparable corporate charter
documents of the Purchaser or the Company;
(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 the
Purchaser or the Company or any of their respective assets and properties.
ARTICLE VI
EFFECTIVENESS OF THE AGREEMENT
6.1 This Agreement shall be become binding and effective upon execution by both
the Seller and the Purchaser.
6.2 The Purchaser shall be entitled to the ownership of the Shares and enjoy
rights and interests and undertake obligations and liabilities as a shareholder
of the Company on the Effective Date of this Agreement.
ARTICLE VII
CONTINUING PERFORMANCE
7.1 The Seller and the Purchaser shall each execute and perform and cause or
procure to execute and perform all such other documents, acts and things as may
be required by or incidental to the preparation, execution, completion and
performance of this Agreement and the documents and transactions contemplated
hereby.
7.2 All provisions hereof shall, so far as they remain capable of being
performed or observed, continue in full force and effect notwithstanding
completion of registration of transfer of Sale Shares.
ARTICLE VIII
LAW AND JURISDICTION
8.1 This Agreement is governed by and shall be construed in accordance with the
laws of the People's Republic of China.
8.2 The parties irrevocably submit to the exclusive jurisdiction of the courts
of the People's Republic of China.
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement supersedes all prior discussion and agreements between the
parties hereto with respect to the subject matter hereof and contain the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.
9.2 The applicable law of this Agreement is the laws of the People's Republic of
China.
9.3 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.
9.4 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.
Dated this 30th day of April , 1998.
The Seller:
Hainan Guilinyang State Farm
By: /s/Lin Shiluan
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Lin Shiluan
The Purchaser:
China Resources Development, Inc.
By: /s/Xxxxx Xxxxxx
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Xxxxx Xxxxxx
