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Exhibit 10.10
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THIS CONTRACT FOR SALE AND PURCHASE OF CONVERTIBLE
NOTE AND CERTAIN INTEREST IN THE REGISTRED CAPITAL OF
BEIJING GENIAL TECHNICAL CO., LTD.
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LUO LAN
XXXXX XX
AND
Xxxxxx Group Ltd.
APRIL 25, 2005
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THIS CONTRACT is dated the April 25, 2005.
BETWEEN:
1) Luo Lan, ID No.: 441425197311170407, Address: Xx.00, Xxxxxxxxx
Xxxx(xxxx), Xxxxxxxx, Xxxxxxxxx , Xxxxx
2) Xxxxx Xx, ID No.: 110105720811611, Address: Xx.00, Xxxxxx
Xxxxxx, Xxxxxxxxx xxxxxxxx, Xxxxxxx, Xxxxx (Luo Lan and Xxxxx
xx ) are hereinafter collectively referred to as the "Vendors"
and each individually referred to as the "Vendor"); and
3) Xxxxxx Group Ltd., a company incorporated in HONG KONG with
its registered office situate at 306, Hang Bang Center, 28
Shanghai St., Kowloon, Hongkong (the "Purchaser").
WHEREAS:
(A) Beijing Genial Technical Co., Ltd. (the "Company") is a
company with limited liability incorporated in the People's
Republic of China and has as at the date hereof the registered
capital of RMB3,000,000 and a net asset of RMB19,000,000 .
(B) As at the date of this Contract, the Purchaser is a wholly
owned subsidiary of Financial Telecom Limited (USA) Inc. (the
"Xxxxxx Company"), the shares of which are currently listed on
the Over-the-Counter Bulletin Board ("OTCBB") of the United
States (OTCBB Symbol: FLTL.OB).
(C) The Vendors have agreed to sell and the Purchaser has agreed
to purchase certain interests in the registered capital of the
Company, the aggregate of which represents 19% of the entire
interest in the registered capital of the Company (the "Sale
Interests") in accordance with the terms and conditions of
this Contract. The Vendors have agreed to sell and the
Purchaser has agreed to purchase the Convertible Note in
accordance with the terms and conditions of this Contract.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the terms and conditions hereby are agreed upon by the Parties
in this Contract:
1. INTERPRETATION
1.1 In this Contract (including the Recitals), unless the context
otherwise requires, the following words and expressions shall
have the following meanings ascribed to each of them below:
"CONTRACT" this Contract for the sale and purchase of
the Convertible Note and the Sale Interest,
as amended or supplemented from time to
time;
"BUSINESS DAY" From Monday to Friday except PRC's public
holidays;
"SALE INTERESTS" 19% of the entire interest in the registered
capital of the Company to be sold by the
Vendors to the Purchaser, in which 16% of
the entire interest in the registered
capital of the Company is sold by Luo Lan to
the Purchaser and 3% of the entire interest
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in the registered capital of the Company is
sold by Xxxxx xx to the Purchaser ;
"XXXXXX COMPANY" Financial Telecom Limited (USA) Inc., a
company incorporated under the laws of the
state of Nevada, United States, the shares
of which are currently listed on the
Over-the-Counter Bulletin Board ("OTCBB") of
the United States (OTCBB Symbol: FITG.OB).
"CONSIDERATION SHARES" New restricted shares of the Xxxxxx Company
to be allotted and issued in the name of the
Vendors or their nominees for the
consideration of Sale Interests according to
Clause 4.1, which are restricted according
to Rule 144 promulgated under the U.S
Securities Act and are calculated by the
Consideration regulated in Clause 4.1 /50%
of the average share price of 30 business
days before Completion;
"CONVERTIBLE NOTE" The debt certificate issued by the Vendors
to the Purchaser. After the Vendors are
satisfied by the consideration from the
Purchaser according to Clause 4.1 of this
Contract, they shall owe the Purchaser the
debt of RMB1,960,000 without interests and
pay off the debt of RMB1,960,000 after ten
years from the issuing date of the debt
certificate. During the Term of Convertible
Note, the Purchaser shall be entitled to
execute the right to change the Vendors'
debt to 12.25% of the entire interest in the
registered capital of the Company according
to Clause 2.4 and 2.5 of this Contract.
"THE TERM OF CONVERTIBLE NOTE" Within 10 years after the issuing date of
"RESTRICTED TRADING PERIOD" Convertible Note a period of twelve (12) &
twenty-four (24) & thirty-six (36) months
from the date on which the Consideration
Shares being allotted and issued to the
Vendors or their nominees; twelve months for
1/3 of the Consideration Shares, twenty-four
months for another 1/3 of the Consideration
Shares, thirty-six months for another 1/3
shares of the Consideration Shares;
"COMPLETION" completion of the sale and purchase of the
Sale Interests in accordance with the terms
and conditions of this Contract;
"COMPLETION DATE" the date falling on the 5th Business
Day after the conditions set out in Clause
3.1 , 3.2 and 3.4 have been fulfilled or
waived by the Purchaser;
"LONG STOP DATE" Within six months after the date of this
THE BALANCE SHEET" Contract; "THE DATE OF December 31, 2004.
2. SALE AND PURCHASE OF THE SALE INTERESTS
2.1 Subject to the terms and conditions of this Contract, each of
the Vendors, agrees to sell and the Purchaser agrees to
purchase the Sale Interests which is beneficially held by each
of the Vendors, in which 16% of the entire interest in the
registered capital of the Company is sold by Luo Lan to the
Purchaser and 3% of the entire interest in the registered
capital of the Company is sold by Xxxxx Xx to the Purchaser.
The consideration for Sale Interests is the Consideration
Shares. From the date of this Contract, the Purchaser is the
beneficial owner of the Sale Interests with all rights now or
hereafter attaching thereto.
2.2 Subject to Clause 2.1 of this Contract, on the Date of the
Balance Sheet, the Company's net assets which are audited by
independent third party CPA are RMB19,000,000.
2.3 After the date of this Contract, The Vendors will not assume
any debts and any other duties regards to the Sale Interests,
which exist after the date of this Contract and will not have
any creditor's rights and any other rights regards to the Sale
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Interests, which exists after the date of this Contract. After
the date of this Contract, The Purchaser will assume any debts
and any other duties regards to the Sales Interests, which
exist after the date of this Contract and will have any
creditor's rights and any other rights regards to the Sale
Interests, which exists after the date of this Contract.
2.4 On Completion Day, if the Vendors don't issue the written
Transferable Note, the Purchaser automatically receive all the
rights of Transferable Note. The Vendor warrants as follow:
a) the Purchaser may send the written note ("
Information of Transferable Note") to the Vendors
during the Term of Convertible Note and inform them
to get rid of the debt of the Convertible Note
instead that they shall transfer 12.25% of the entire
interest in the registered capital of this Company to
the Purchaser in the consideration of
RMB(pound)+/-(pound)(R)
b) The Vendors shall transfer 12.25% of the entire
interest in the registered capital of this Company to
the Purchaser under the Chinese registration law
according to Information of Convertible Note and the
Purchaser's or its designated third party shall
become the owner in the registry office.
2.5 The unconcerned matters in relation to the execution of
Convertible Note shall be considered by other clauses of this
Contract.
3. COMPLETION
3.1 On Completion, The Vendors shall meet the following
requirements:
(a) The Vendors shall get all necessary consents permits
and approval (whether governmental, regulatory or
otherwise) as may be required in respect of the sale
and purchase of the Sale Interests from the relevant
PRC' governmental authorities, including but not
limited to the ratification from the PRC foreign
trade economic bureau or the provincial foreign trade
economic department and the Vendors shall inform the
Purchaser all the relevant letters, the ratification
documents and other relevant documents;
(b) Each of the Vendors shall jointly and/or severally (
as the case may be ) deliver or procure the delivery
to the Purchaser of all the following:
(i) all constitutional documents, contracts,
minute books and records (which shall be
written up to date as at Completion);
(ii) copies of the business license, the name of
the shareholders, the copies of the
shareholders' identity card, the structure
of the shareholding and financial statements
of the Company;
(iii) other documents, letters and material
which the Purchaser may require;
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(c) The Vendors shall hold a shareholder meeting
approving the following items according to the
Purchaser's requirements:
(i) the sale and purchase of the Sale Interests;
(ii) the Convertible Note and the future
shareholding transfering;
(iii) amending the constitution of the Company
according to the Purchaser;
(d) The Vendors shall complete the change procedures
regards to the Sale Interests in relevant Commercial
and Industrial bureau and inform the Purchaser all
the relevant letters, ratification documents and
other relevant documents regards to the above the
change procedures..
3.2 On Completion, The Vendors shall meet the following
requirements:
a) If so required, passing of necessary resolutions by
shareholders of the Purchaser at a shareholder
meeting approving (i) the purchase of the Sale
Interests from the Vendors and (ii) the issuing of
Convertible Note and (iii)this Contract.
b) The Purchaser shall procure that the directors of the
board of Xxxxxx Company make the resolutions and
approve: the allotment and issue of the Consideration
Shares to the Vendors credited as fully paid;
c) the Purchaser having obtained a legal opinion issued
by a qualified lawyer (acceptable by the Purchaser)
in respect of:
(i) the legality and validity of this Contract
and the transactions contemplated herein;
(ii) the completion of all necessary procedures
and obtaining of all necessary approvals
regarding the sale and purchase of the Sale
Interests;
(iii) no change in the permitted scope business of
the Company after the transfer of the Sale
Interests; (iv) all other matters reasonably
requested by the Purchaser.
3.3 When any of the conditions set out in the Clause 3.1 has been
satisfied by the Vendors, unless that the Purchaser may by
notice in writing inform the Vendors to waive any of the
conditions set out in Clause 3.4, the Purchaser shall procure
Xxxxxx Company to allot, issue and credit the Consideration
Shares to the Vendors as fully paid.
3.4 From the date of this Contract to the Completion Date, the
Purchaser has the rights at any time in writing to inform the
Vendors to waive any of the conditions set out in Clauses 3.1;
the Vendors also have the rights at any time in writing to
inform the Purchaser to waive any of the conditions set out in
Clause 3.2 from the date of this Contract to the Completion
Date.
3.5 Clauses 5 to Clause 13 shall survive the Completion.
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4. CONSIDERATION
4.1 The Consideration for the sale and purchase of the Sale
Interests shall be the sum of RMB3,040,000 equal to US$
368,485(1USD=RMB8.25) and he Consideration for the Convertible
Note shall be the sum of RMB1,960,000 equal to US$
237,576(1USD=RMB8.25) and which shall be
satisfied by the Purchaser in the following manner:
i. the Purchaser procuring the Xxxxxx Company to allot, issue
and credit the Consideration Shares to the Vendors in the
Relevant Proportions as fully paid on Completion; The
Purchaser shall not be obliged to complete the purchase of any
of the Sale Interests and Convertible Note unless the purchase
of all the Sale Interests and Convertible Note is completed
simultaneously.
4.2 The Vendors shall notify the Purchaser in writing at least ten
(10) Business Days before the Completion Date of the name(s)
and other particulars of the registered holder(s) of the
Consideration Shares and the board lot denomination of the
share certificate(s) in respect of the Consideration Shares to
be issued to them or their nominee(s) and all necessary
information and details as is reasonably required to enable
the share registrars of the Xxxxxx Company to issue the
definitive share certificates for such Consideration Shares
upon Completion.
4.3 The Vendors understand that the Consideration Shares will not
be registered under the U.S. Securities Act. The Vendors also
understand that the Consideration Shares are being allotted
and issued pursuant to an exemption from registration
contained in the U.S. Securities Act based in part upon the
Vendors' representations contained in this Contract. The
Vendors hereby represent and warrant as follow:
(a) Vendors bear economic risk: the Vendors have
substantial experience in evaluating and investing in
private placement transactions of securities in
companies similar to the Purchaser so that it is
capable of evaluating the merits and risks of its
investments in the Purchaser and have the capacity to
protect its own interests. The Vendors are able to
bear the economic risk of this investment;
(b) Acquisition for own account: the Vendors are
acquiring the Consideration Shares for their
respective own account for investment only, and not
with a view towards their distribution;
(c) Vendors can protect their interest: the Vendors
represent that by reason of their management,
business or financial experience, the Vendors have
the capacity to protect their own interests in
connection with the transactions contemplated in this
Contract. Further, the Vendors are aware of no
publication of any advertisement in connection with
the transactions contemplated in this Contract;
(d) Company information: the Vendors have had an
opportunity to discuss the Purchaser's business,
management and financial affairs with directors,
officers and management of the Purchaser and have had
the opportunity to review the Purchaser's operations
and facilities. The Vendors have also had the
opportunity to ask questions of and receive answers
from the Purchaser and its management regarding the
terms and conditions of this investment; Purchaser
will provide balance sheet and income statement to
Vendors.
(e) Rule 144: The Vendors have been advised or are aware
of the provisions of Rule 144 promulgated under the
U.S. Securities Act, which permits limited resale of
shares purchased in a private placement subject to
the satisfaction of certain conditions;
(f) Legends: The Vendors understand and agree that the
Purchaser will cause the legends set forth below or
legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership
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of the Consideration Shares, together with any other
legends that may be required by state or federal
securities laws, or by the Articles of Association
and Bye laws of the Company, or by any other
agreement between the Vendors and the Purchaser or
between the Vendors and any third party:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF
CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE ACT AND THE APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
4.4 The Purchaser agrees that upon expiry of the Restricted
Trading Period, upon presentation of the Consideration Shares
to Purchaser, under the terms and conditions of this Contract,
Purchaser will commerce within 7 business days all necessary
formalities and registration procedures as may be required
under the U.S. Securities Act and the applicable State
securities law to enable the Consideration Shares becoming
freely transferable and resalable.
5. THE SHAREHOLDERS MEETING, BOARD AND MANAGEMENT OF THE COMPANY AFTER THE
SALE AND PURCHASE OF SALE INTEREST
5.1 The shareholders meeting which is formed by all shareholders
shall be the highest power organization of the Company. The
way and the procedures of discussing business in the
shareholders meeting and the scope of power of the
shareholders meeting shall be ruled by PRCs' relevant laws and
the Company's constitution amended under Clause 3.1 of this
Contract.
5.2 The Company shall set up the Board, the members of the Board
are not more than 5 people and the Purchaser has the rights to
designate 1 director in the Board. The business and operations
of the Group shall be managed by the Board.
5.3 The Chairman of the Board and the legal representative of the
Company shall be nominated and appointed by the Board. 5.4 The
financial controller and/or the chief financial officer of the
Company shall be nominated and appointed by the Board. 5.5 The
scope of the power, the rules and the way of discussing the
business in the Board and the matters which are not concerned
in Clause 5 are ruled by PRCs' relevant laws and the Company's
constitution amended under Clause 3.1 of this Contract.
5.6 The General Manager takes charge of the Company under the
leading of the Board. The scope of the power, the rules and
the way of discussing the business of the General Manager are
ruled by PRCs' relevant laws and the Company's constitution
amended under Clause 3.1 of this Contract.
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6. DISPOSAL OF CONSIDERATION SHARES
Each of the Vendors agrees and acknowledges that the Consideration
Shares are subject to the United States Securities and Exchange
Commission ("SEC") Rule 144 and in particular, hereby jointly and
severally undertakes to and covenants with the Purchaser and the Xxxxxx
Company that it will not, during the Restricted Trading Period, dispose
of (including without limitation by the creation of any option, charge
or other Encumbrance or rights over or in respect of) any of the
Consideration Shares or any interests therein owned by it/him/her or in
which it/he/she is, directly or indirectly, interested immediately
after Completion.
7. WARRANTIES
7.1 THE WARRANTIES FROM THE VENDORS
1. The Company is a company with limited liability duly
established and validly existing under the laws of
PRCs and has the corporate powers and authorizes to
carry on the business presently carried on by it and
to own and hold the assets used therewith. Each
member of the Company are duly established and
validly existing under the laws of the place of its
incorporation and has the corporate powers and
authorizes to carry on the business presently carried
on by it and to own and hold the assets used
therewith.
2. The facts and information set out in the recitals and
Clause 2.2, the Schedules and all documents attached
are true and all information which has been provided
in writing to the Purchaser or its representatives or
advisers by the Vendors or by any Director, officer
or other official of the Company by its professional
advisers or other agents was when given and is now
true and accurate in all material respects. There is
no fact or matter which has not been disclosed which
renders any such information untrue, inaccurate or
misleading or the disclosure of which might
reasonably affect the willingness of a willing
purchaser to purchase the Sale Interests in
accordance with the provisions of this Agreement.
3. The information disclosed to the Purchaser or its
representatives or professional advisers, by the
Vendors and the directors, officers or other
officials of the Company regarding its current status
or prospects comprises all information which is
material for the reasonable assessment of the
financial and trading prospects of the Company or its
subsidiaries as a whole.
4. The copy of the memorandum and articles of
association of the Company which have been provided
to the Purchaser are true and complete in all
respects and have embodied in them or annexed to them
a copy of every such resolution and agreement
required by law to be annexed thereto and the Company
has at all times carried on its business and affairs
in all respects in accordance with its respective
memorandum and articles of association and all such
resolutions and agreements.
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5. The Sale Interests at the date of this Agreement are
fully paid up and are legally owned by the Vendors.
There is not any guarantees , mortgages or pledges
and other forms of third party's benefit on, over or
affecting the Sale Interests.
6. The accounting systems of the Company and its
subsidiaries comply with `the Accounting Law of PRCs'
and other relevant accounting regulations and laws.
All the books of the account of the Company and its
subsidiaries are true and accurate in all material
respects and there is no loss at the Date of the
Balance Sheet of the Company;
7. At the Date of the Balance Sheet and the future, the
Vendors shall disclose a true and fair view of the
assets and liabilities of the Company and its
subsidiaries and its profits for the financial year
ended on such date and the future;
8. Every financial year the Vendors and the Purchaser
shall hire the qualified and licensed CPA to audit
the Company.
9. On Completion Date, the audited net assets of the
Company( the " Audited net assets) is not less than
the net assets on the Date of the Balance Sheet(the
"Promised net assets").
10. The Company and its subsidiaries have paid all the
taxes before the Completion or will pay all the taxes
according to the tax laws and regulations and
disclose all tax evasion or legally tax evasions or
other tax problems which can seriously affect the
Purchaser's intent to purchase the Sale Interests.
The Company and its subsidiaries haven't or will not
pay any fine, penalty and interests according to the
tax laws , regulations and rules. The Company and its
subsidiaries have not in the last 3 years been the
subject of a discovery, audit or investigation by any
Taxation authority and there are no facts which are
likely to cause a discovery, audit or investigation
to be made.
11. The Vendors covenant and undertake that prior to
Completion and without the prior written consent of
the Purchaser, the Vendors shall procure that the
Company and its subsidiaries shall not:
a. incur any expenditure on capital account or
enter into any option in respect of any part
of its assets;
b. dispose of or agree to dispose of or grant
any option in respect of any part of its
assets;
c. borrow any money or make any payments out of
or drawings on its bank account(s) other
than routine payments;
d. enter into any unusual or abnormal contract
or commitment;
e. make any loan;
f. enter into any leasing, hire, purchase or
other agreement or arrangements for payment
on deferred terms;
g. declare, make or pay any dividend or other
distribution or do or suffer anything which
may render its financial position less
favourable than as at the date of this
Agreement;
x. xxxxx or issue or agree to grant or issue
any mortgages, charges, debentures or other
securities or give or agree to give any
guarantees or indemnities;
i. make any change in the terms and conditions
of employment or pension benefits of any of
its directors or employees or employ or
terminate (other than for good cause) the
employment of any person;
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j. create, issue or grant any option in respect
of any class of share or loan capital or
agree so to do;
k. in any other way depart from the ordinary
course of its respective day-to-day business
either as regards the nature scope or manner
of conducting the same;
l. voluntarily contravene or fail to comply
with any material obligation, statutory or
otherwise; and
m. do anything whereby its financial position
will be rendered less favourable than at the
date hereof.
7.2 THE WARRANTIES FROM THE PURCHASER
1. The Company is a company duly established and validly existing
under the laws of the Hongkong and has the corporate powers
and authorises to carry on the business presently carried on
by it and to own and hold the assets used therewith. The
Xxxxxx Company is a listed company duly established and
validly existing under the laws of USA.
2. The Purchaser procure that Xxxxxx Company will issue the
Consideration Shares according to the terms and conditions of
this Contract.
8. THE LIABILITIES OF THE BREACH OF THE CONTRACT
8.1. The Vendors and Purchaser shall fulfilled the Contract
properly and in time, Should all or part of this Contract be
unable to be fulfilled owing to the fault of one party, the
breaching party shall bear the responsibilities thus caused.
8.2. Should the Vendors break the warranties regulated in Clause
7.1 and cause the Purchaser's economic loss and expenses (
including the legal fees ), the Vendors shall bear the
responsibilities thus caused.
8.3. Should the Vendors break the warranties regulated in Clause
7.1(8), the Vendors shall pay back to the Purchaser with the
difference of Audited net assets and Promised net assets.
9. PRICE ADJUSTMENT
9.1 If the 12 months, 24 months and 36 months of Restricted
Trading Period are over, the value of the freely transferable
Consideration Shares which the Vendors or their designated
persons are owner, that is the freely transferable
Consideration Shares x the average price of 30 trading days
before the end of Restricted Trading Period, is less than the
twice of the value of the freely transferable Consideration
Shares on Completion Date, the Vendors inform the Purchaser in
written note(the Vendors' note) and ask the Purchaser execute
the following price adjustments. The Purchaser shall choose
one of the following ways to execute the price adjustments
within 30 business days after the Vendors' note.
A) to pay back cash according to the following formula:
the Cash paid back = the twice of the value of freely
transferable Consideration Shares on Completion Date
-(the freely transferable Consideration Shares x the
average price of 30 trading days before the
Restricted Trading Period(including the ending day of
the Restricted Trading Period));
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B) procure the Xxxxxx Company issue and allot new
restricted shares of the Xxxxxx Company in the name
of the Vendors or their nominees, which are
restricted according to Rule 144 promulgated under
the U.S Securities Act and are calculated by the Cash
paid back / the average share price of 30 business
days before the Restricted Trading Period(including
the ending day of the Restricted Trading Period).
9.2 If the value of the freely transferable Consideration Shares
on the ending days of the Restricted Trading Period and the
days that the Vendors sell is more than twice of the value of
the freely transferable Consideration Shares on Completion,
the Purchaser shall have the rights to share 50% of
difference.
9.3 If the Company is listed in any security exchange board after
within 12 months after the Completion, the Clause 9 of the
Contract shall be not valid.
10. TERMINATION AND AMENDMENTS
10.1 The Vendors and the Purchaser can agree in writing to
terminate this Contract after negotiations.
10.2 The Vendors and the Purchaser can terminate this Contract
according to the following conditions:
1. Should this Contract be unable to be fulfilled
materially due to the Force Majeure, the Vendors and
the Purchaser have the rights to terminate this
Contract without any liabilities.
2. Should one party be unable to fulfil this Contract
improperly and cause to break this Contract
fundamentally, the party who abides by this Contract
has the rights to terminate this Contract, the
breaching party shall bear the responsibilities thus
caused.
3. other conditions regulated by the relevant laws.
11. CONFIDENTIALITY AND ANNOUNCEMENTS
11.1. Each of the parties undertakes to the others that it will not,
at any time after the date of this Agreement, divulge or
communicate to any person other than to its professional
advisers, or when required by law or any rule of any relevant
stock exchange body or regulatory authorities, or to its
respective officers or employees whose province is to know the
same any confidential information concerning the business,
accounts, finance or contractual arrangements or other
dealings, transactions or affairs of any of the others which
may be within or may come to its knowledge and it shall use
its best endeavours to prevent the publication or disclosure
of any such confidential information concerning such matters.
11.2. No public announcement or communication of any kind shall be
made in respect of the subject matter of this Agreement unless
specifically agreed between the parties or unless an
announcement is required pursuant to the applicable laws and
the regulations or the requirements of any relevant stock
exchange or any other regulatory body or authority. Any
announcement by any party required to be made pursuant to any
relevant laws or regulation or the requirements of the
relevant stock exchange or any other regulatory body or
authority shall be issued only after such prior consultation
with the other party as is reasonably practicable in the
circumstances.
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12. GOVERNING LAW AND JURISDICTION
12.1. This Agreement shall be governed by and construed in
accordance with the laws of Hong Kong.
12.2. Any dispute, controversy or claim arising out of or relating
to this Agreement, or the breach termination or invalidity
thereof, shall be settled firstly by friendly negotiations ;
In case no settlement can be reached through consultations,
the disputes shall be submitted to the jurisdictional Court in
HongKong.
13. MISCELLANEOUS
13.1. This Contract constitutes the entire agreement between the
parties hereto with respect to the matters dealt with herein
and supersedes all previous agreements, arrangements,
statements, understandings or transactions between the parties
hereto in relation to the matters hereof and the parties
acknowledge that no claim shall arise in respect of any
agreement so superseded.
13.2. Any variation to this Agreement shall be binding only if
recorded in a document signed by all the parties hereto. 13.3.
The obligations, liabilities (including without limitation,
breach of Warranties) and undertakings of the Vendors shall be
joint and several.
13.4. This Agreement shall be binding upon and ensure for the
benefit of the successors of the parties but shall not be
assignable.
13.5. All provisions of this Agreement, in so far as the same shall
not have been performed at Completion, shall remain in full
force and effect notwithstanding Completion.
13.6. If any provision of this Agreement shall be held to be illegal
or unenforceable, the enforceability of the remainder of this
Agreement shall not be affected.
13.7. The Purchaser shall not be responsible for any government fees
and tax and other additional expenses(including lawyer fees)
caused by the Vendors according to this Contract.
P 12
IN WITNESS WHEREOF THIS CONTRACT HAS BEEN DULY EXECUTED BY ALL PARTIES HERETO
THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE VENDORS
LUO LAN
XXXXX XX
THE PURCHASER
XXXXXX GROUP LTD.(STAMP)
AUTHORIZATION
