DATED THE 15TH DAY OF JULY, 2000
Eternal Technology Group Limited
and
Xx. Xxxxx Xxx Xx
AGREEMENT
For the sale and purchase
of interest in
Willsley Company Limited
THIS AGREEMENT is made on the 15th July, 2000
BETWEEN:
1. Eternal Technology Group Limited of Tropic Isle Building, P.O. Box 438,
Road Town, Tortola, British Virgin Islands ("the Purchaser"); and
2. Xx. XXXXX Xxx Xx of Unit 2407, China Resources Xxxxxxxx, 00 Xxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx (the "Vendor").
WHEREAS:
(A) Willsley Company Limited ("the Company") a company incorporated in the
British Virgin Islands on 16th May, 2000 and had 100% interest in Inner
Mongolia Aershan Agriculture & Husbandry Technology Company Limited, a
foreign enterprise incorporated in the People's Republic of China on the
11th of July 2000.
(B) The Vendor has a 100 percent interest in the Company (the "Sale Interest").
(C) The Purchaser has agreed to purchase 100 percent of the Sale Interest from
the Vendor on the terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. SALE AND PURCHASE OF SALE INTEREST
The Vendor hereby agrees to sell to the Purchaser and the Purchaser agrees
to purchase from the Vendor the 100 percent of the Sale Interest free from
all claims, charges, liens, encumbrances, equities and third party rights
and together with all rights attached thereto and all dividends and
distributions declared, paid or made in respect thereof after the date at a
consideration of USD47,108,346(United States Dollars Forty Seven Million
One Hundred Eight Thousand Three Hundred and Forty six only) to be paid on
completion.
2. COMPLETION
2.1 Completion of the sale and purchase of the Sale Interest shall take place a
Xxxx 0000, Xxxxx Resources Xxxxxxxx, 00 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx on
or before 1st of August, 2000 (the "Completion Date") when the Vendor shall
deliver to the Purchaser all the relevant documents necessary for effecting
the transfer of the Sale Interest to the Purchaser.
3. WARRANTIES AND REPRESENTATIONS
3.1 The Vendor hereby warrants and represents to the Purchaser that each of
the following matters are as at the date hereof and will be for all
times up to and including the Completion Date, true and correct in all
respects:
(a) The Vendor is the beneficial owner of the Sale Interest free from all
liens, charges, pledges, options, contracts, pre-emption rights, third
party rights and equities, and encumbrances of whatever nature and the same
are freely transferable by the Vendor without the consent, approval,
permission, license or concurrence of any third party; and
(b) The Vendor is fully capable of entering into this Agreement and to perform
all obligation and duties hereunder without the consent, approval,
permission, license or concurrence of any third party save as mentioned in
this Agreement.
3.2 The Purchaser hereby warrants and represents to the Vendor that each of the
following matters are as at the date hereof and will be for all times up to
and including the Completion Date, true and correct in all respects:
(a) The Purchaser is fully capable of entering into this Agreement and to
perform all obligations and duties hereunder without the consent, approval,
permission, license or concurrence of any third party save as mentioned in
this Agreement.
3.3 Each of the warranties and representations, undertakings and indemnities
contained in this Agreement will survive the completion of the sale and
purchase of the Sale Interest.
3.4 Prior to the Completion Date, if any of the warranties, representations or
undertakings in this Agreement are found to be materially untrue,
inaccurate or misleading or have not been fully carried out in any material
respect, or in the event of the Vendor becoming unable or failing to do
anything required under this Agreement to be done by it at or before the
Completion Date, the Purchaser may by notice in writing rescind this
Agreement but without prejudice to any claim the Purchaser may have against
the Vendor hereunder.
4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and the understanding
between the parties in connection with the subject-matter of this Agreement
and supersedes all previous proposals, representations, warranties,
agreements, or undertakings relating thereto whether oral, written or
otherwise and neither party has relied on any such proposals,
representations, warranties, agreements, or undertakings.
5. TIME
5.1 Time shall be of the essence of this Agreement.
5.2 No time or indulgence given by any party to the other party shall be deemed
or in any way be construed as a waiver of any of its rights and remedies
hereunder.
6. CONFIDENTIALITY
Other than such disclosure as may be required by law or any competent
authorities, neither of the parties hereto shall make, and the Vendor shall
procure that the Company will not make, any announcement or release or
disclose any information concerning this Agreement or the transactions
herein referred to or disclose the identity of the other party (save
disclosure to their respective professional advisers under a duty of
confidentiality) without the written consent of the other party.
7. ASSIGNMENT
This Agreement shall be binding on and shall enure for the benefits of the
successors and assigns of the parties hereto but shall not be assigned by
any party without the prior written consent of the other party.
8. NOTICES AND OTHER COMMUNICATION
Any notice or other communication to be given under this Agreement shall be
in writing and may be delivered by hand or given by facsimile, telex or
cable. Any such notice or communication shall be sent to the party to whom
it is addressed and must contain sufficient reference and/or particulars to
render it readily identifiable with the subject-matter of this Agreement.
If so delivered by hand or given by facsimile, telex or cable such notice
or communication shall deemed received on the date of despatch and if so
sent by post (or, if sent to an address outside of Hong Kong, so sent by
first class air-mail) shall be deemed received 2 business days after the
date of despatch.
9. COSTS AND EXPENSES
Each party shall bear its legal and professional fees, costs and expenses
incurred in the negotiation, preparation and execution of this Agreement.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong.
IN WITNESS whereof the parties hereto have executed this Agreement the day
and year first above written.
SIGNED by )
A director, for and on behalf of )
Eternal Technology Group Limited )
In the presence of )
SIGNED by )
Xx.XXXXX Xxx Xx )
in the presence of )
