EXHIBIT 4.3
DATED 26th day of January 2004
DF CHINA TECHNOLOGY INC.
(THE VENDOR)
AND
GUMPTION TRADING LTD
(THE PURCHASER)
AND
GUANGZHOU XXXXXXXXXX PAPER LIMITED
(GDPL)
-----------------------------------------
AGREEMENT FOR THE
SALE AND PURCHASE OF SHARES
IN CERTAIN SUBSIDIARIES OF DF CHINA TECHNOLOGY INC.
AND CERTAIN ASSETS IN THE PRC
-----------------------------------------
THIS AGREEMENT is made on the 26th day of January , 2004.
BETWEEN:
(1) DF CHINA TECHNOLOGY INC, a company incorporated in the British Virgin
Islands, whose shares are listed on the Nasdaq SmallCap Market and whose
registered office is situate at Craigmur Xxxxxxxx, P.O. Box 71, Road Town,
Tortola, British Virgin Islands ("the Vendor") of the one part;
(2) GUMPTION TRADING LIMITED, a company incorporated in the British Virgin
Islands, whose registered office is at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx,
Xxxxxxx Xxxxxx Xxxxxxx ("the Purchaser") of the second part; and
(3) Guangzhou Xxxxxxxxxx Paper Ltd, a company incorporated in the PRC, whose
registered office is situate at Taiping Industrial Zone, Conghua,
Guangzhou, Guangdong Province, China ("GDPL") of the third part.
WHEREAS:
(A) The Vendor is the beneficial owner of all the issued shares in the
companies as contained in Schedule 1 (collectively hereafter called the
"Subsidiary Companies").
(B) The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Sale Shares (as hereinafter defined) upon and subject to the terms and
conditions hereinafter appearing.
(C) GDPL has agreed to sell and the Purchaser has agreed to purchase the PRC
Assets (1).
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.01 In this Agreement, unless the context requires otherwise:
"Accounting Date" means 31st March 2003;
"Audited Accounts" means the audited balance sheet of the Vendor made up
as at the Accounting Date and the audited profit and loss accounts of the
Subsidiary Companies for the year ended on that date, copies of which are
annexed hereto as "Appendix A" and initialed for the purposes of
identification by the parties hereto;
"Completion" means completion of the sale and purchase of the Sale Shares
as specified in Clause 6;
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"Completion Date" means 28 January 2004 (or such later or other date as
the parties may agree in writing prior to Completion);
"Consideration" means the consideration for the transfer of the Sale
Shares being the sum(s) specified in Clause 3;
"Contingent Liabilities" means the liabilities incurred by the Vendor, the
Companies and the Subsidiary Companies prior to the Completion Date and
have not been disclosed in the Accounts;
"Contracts" means the contracts, agreements entered into between the
Subsidiary Companies and the customers;
"Employees' Entitlements" means all liabilities of the Company to the
Existing Employees which have been or shall be incurred and/or payable by
the Subsidiary Companies on or before the Completion Date, including but
not limited to all salaries, emoluments, benefits, long service payments,
severance payments, all contributions required to be made by the Company
pursuant to the Scheme in relation to any former or Existing Employees,
any other claims by any Existing Employees against the Subsidiary
Companies, whether under the Employment Ordinance or otherwise;
"Deed of Guarantee" means the deed of guarantee to be executed by the
Guarantor under Clause 5.03 hereof;
"Existing Employees" means all persons employed by the Subsidiary
Companies as at the date of this Agreement;
"Guarantor" means [CHINESE CHARACTER] (Qingdao Haotian
Investment Limited)
"Hong Kong" means Hong Kong Special Administrative Region;
"Leased Back Assets" means those assets particulars of which are set out
in Schedule 3;
"PRC" means the Peoples' Republic of China;
"PRC Assets" means those PRC factory premises and landed properties,
machines and equipment under Schedule 2 described as located in the PRC,
other than in Conghua, the PRC;
"PRC Assets (1) means those PRC factory premises and landed properties,
machines and equipment described as located in Conghua, the PRC under
Schedule 2(1) hereto;
"PRC" means the People's Republic of China;
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"Management Accounts" means the unaudited balance sheet of the Vendor made
up to and including 31 December 2003 and the profit and loss account of
the Vendor for the period from 1 April 2003 to 31 December 2003, copies of
which are annexed hereto as "Appendix B" and initialed for the purposes of
identification by the parties hereto;
"Sale Shares" means the shares in the issued share capital of the
Subsidiary Companies representing the entire issued capital of each of the
Subsidiary Companies contained in Schedule 1, to be bought and sold
pursuant to Clause 2 hereof;
1.02 References to statutory provisions shall be construed as references to
those provisions as amended or re-enacted or as their application is
modified by other provisions (whether before or after the date hereof)
from time to time and shall include any provisions of which they are
re-enactments (whether with or without modification).
1.03 References herein to Clauses and Schedules are to clauses in and schedules
to this Agreement unless the context requires otherwise and the Schedules
to this Agreement shall be deemed to form part of this Agreement.
1.04 The expressions "the Vendor", "the Purchaser" shall, where the context
permits, include their respective successors, and permitted assigns.
1.05 All representations, warranties, undertakings, indemnities, covenants,
agreements and obligations given or entered into by more than one person
are given or entered into jointly and severally.
1.06 The headings are inserted for convenience only and shall not affect the
construction of this Agreement.
1.07 Unless the context requires otherwise, words importing the singular
include the plural and vice versa and words importing a gender include
every gender.
2. SALE OF SALE SHARES AND ASSETS IN THE PRC
2.01 Subject to the terms of this Agreement, the Vendor shall sell as
beneficial owner (and the Vendor shall cause its nominee to transfer the
legal ownership of the Sale Shares held by it as a nominee on trust in
favor of the Vendor) and the Purchaser in reliance on the Warranties
herein contained shall purchase the Sale Shares free from all liens,
charges and encumbrances and together with all rights now or hereafter
attaching thereto including all dividends and distributions declared, made
or paid on or after the date of this Agreement.
2.02 Subject to the terms of this Agreement, GDPL shall sell as beneficial
owner and the Purchaser in reliance on the Warranties herein contained
shall
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purchase the PRC Assets (1) on "as is" basis free from all liens, charges
and encumbrances and together with all rights now or hereafter attaching
thereto.
3. CONSIDERATION
3.01 The considerations for the purchase of the Sale Shares by the Purchaser
being the sum(s) specified in Schedule 1 and payable by the Purchaser to
the Vendor by way of cash payment on Completion.
3.02 The consideration for the purchase of the PRC Assets (1) by the Purchaser
is HK$1.00 and payable by the Purchaser to GDPL by way of cash payment on
Completion.
4. LEASED BACK ASSETS
4.01 It is agreed between GDPL and the Purchaser that the Leased Back Assets,
particulars of which are contained in Schedule 3 hereto, are to be leased
back to GDPL at the consideration of HK$1.00 per annum for the continuing
operation of the GDPL's paper business for a term of one year from the
date hereof and renewable yearly thereafter upon mutual agreement.
4.02 It is hereby agreed that all debts and liabilities (including but not
limited to taxation liabilities) in relation to or arising from or
concerning any of the Leased Back Assets or incurred or arising out of or
attributable to any activities or actions or events carried out or taken
or occurred in relation to or connection with the Leased Back Assets,
occurred before and after Completion shall be borne by the Purchaser.
5. CONDITIONS
5.01 The Vendor and GDPL shall use all best endeavors to procure the
fulfillment of the conditions set out herein on or before the Completion
Date.
5.02 The Purchaser shall covenant with the Vendor and GDPL that it shall
indemnify and at all times keep the Vendor and GDPL indemnified against
taxation and all Contingent Liabilities falling on the Vendor and GDPL
resulting from or by reference to any income, profits or gains earned,
accrued or received on or before Completion, lawsuits (existing or
potential), whether done or in conjunction with any circumstances whenever
occurring.
5.03 The Purchaser shall procure the Guarantor to execute the Deed of Guarantee
in favor of the Vendor and GDPL in the form annexed hereto as "Schedule 4"
that the Guarantor shall guarantee the due performance by the Purchaser
under Clauses 5.01 and 5.02 hereof and the due performance by the
Purchaser of the obligations of the Purchaser under Clauses 9 hereto.
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6. COMPLETION
6.01 Subject to the fulfillment of the Conditions in Clauses 5.01, 5.02 and
5.03 above, Completion shall take place at the Vendor's office on the
Completion Date or at such other place and time as shall be mutually
agreed (time in either case being of the essence), when all (but not some
only) of the events described in Clause 6.02 and 6.03 and 6.04 shall
occur.
6.02 At Completion, the Vendor shall:
(a) deliver or cause to be delivered to the Purchaser:
(i) the instruments of transfers and sold notes in respect of the
Sale Shares duly executed by the Vendor and its bare trustee
in favour of the Purchaser (and/or its nominees) accompanied
by the relevant certificates for the Sale Shares, declaration
of trust by the Vendor's nominee holding any of the Sale
Shares for the Vendor, together with a cheque for the amount
representing the Vendor's half share of stamp duty, if any,
payable for the sale and transfer of the Sale Shares drawn in
favour of the Government of the Hong Kong Special
Administrative Region;
(ii) such waivers or consents as the Purchaser may require to
enable the Purchaser or its nominees to be registered as the
holders of any of the Sale Shares;
(iv) all the statutory and other books and records required under
the laws to be kept by the Subsidiary Company (including
financial and accounting records, registers of members,
directors, secretary, transfers and mortgages, minutes of
directors and shareholders) duly written up to date of the
Company and its certificate of incorporation, current
business registration certificate and common seal and any
other papers, records and documents of the Subsidiary
Companies;
(v) all documents (save in respect of those the Purchaser
thereafter agrees to waive) relating to the Subsidiary
Companies and their assets and business, including but not
limited to, the Contracts, purchase orders, invoices,
accounts information, relevant deeds, registration documents,
all correspondence, documents, papers, technical manual
relating to the business of the Subsidiary Companies, and all
licenses and permits required for the Subsidiary Companies
and the Policies and all licenses and registration documents
in relation to the Vehicles, if any, etc;
(vi) such signed forms and documents in the approved form as may
be required to be given to the relevant government
departments authorizing and confirming the change of existing
responsible
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or authorized person(s) of the Vendor and Subsidiary
Companies in relation to any Licenses or Permits registered
in the name of the Vendor or Subsidiary Companies;
(vii) signed letters of resignations in the approved terms form
from the existing directors as the directors of the
Subsidiary Companies and the existing secretary as the
secretary of the Subsidiary Companies, such resignations to
take effect from close of the meeting of the board of
directors of the Subsidiary Companies referred to in 6.02(b)
below respectively;
(viii) certified copy of directors of the Vendor in the approved
form approving the sale of the Sale Shares to the Purchaser
upon the terms and conditions herein contained and the
execution of the Vendor of this Agreement and any other
documents ancillary thereto;
(ix) and such other documents as may be required to give to the
Purchaser good title to the Sale Shares and to enable the
Purchaser or its nominees to become the registered holders
thereof;
(b) and the Vendor shall cause the existing directors of the Subsidiary
Companies to hold respective meetings at which the existing
directors shall pass resolutions to approve :-
(i) the registration of the Purchaser and its nominee as members
of the Subsidiary Companies and issue the relevant share
certificates to the Purchaser and its nominee subject only to
the production of duly stamped and completed instruments of
transfer in respect of the Sale Shares; and
(ii) the appointment of such persons as the Purchaser may nominate
as directors of the Subsidiary Companies and upon such
appointment forthwith, the resignation of the existing
directors and secretary of the Subsidiary Companies from their
respective offices and as employees, each delivering to the
Purchaser a letter under seal acknowledging that the person so
retiring has no claim outstanding for compensation or
otherwise against the Subsidiary Companies;
(iii) the revocation of all authorities to the banker of the
Subsidiary Companies relating to Bank Accounts and the
authorization to such persons as the Purchaser may nominate to
operate the same;
(iv) the change of authorized person(s) in relation to the
Licenses/ Permits or the Subsidiary Companies;
and deliver the original copy of the said resolutions to the
Purchaser.
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6.03 Upon Completion, GDPL shall deliver all title in relation to the PRC
Assets (1) in "as is" condition to the Purchaser.
6.04 Upon Completion, the Purchaser shall:
(a) pay to the Vendor and GDPL in cash for the Considerations under
Clause 3 in favor of the Vendor and GDPL respectively or as it in
writing may direct (whose receipt shall be an absolute discharge
therefor);
(b) deliver the Deed of Guarantee in favor of the Vendor and GDPL in the
form shown in Schedule 4 duly executed by the Guarantor;
(c) execute and deliver the certified copy of directors of the Purchaser
in the approved form approving the purchase of the Sale Shares and
the PRC Assets (1) from the Vendor and GDPL respectively upon the
terms and conditions herein contained and the execution of the
Purchaser of this Agreement and any other documents ancillary
thereto;
6.05 Without prejudice to any other remedies available to the Vendor and GDPL,
if in any respect the provisions of Clauses 6.02, 6.03 and 6.04 are not
complied with by the Purchaser on the Completion Date, the Vendor and GDPL
may:
(a) defer Completion to a date not more than 28 days after the
Completion Date; or
(b) proceed to Completion so far as practicable (without prejudice to
its rights hereunder); or
(c) rescind this Agreement.
7. DUE DILIGENCE
7.01 As soon as practicable after the signing of this Agreement, the Purchaser
may conduct such due diligence on the Subsidiary Companies which at its
absolute discretion it deems appropriate and the Vendor shall cause the
Subsidiary Companies and the relevant personnel of the Companies and the
Subsidiary Companies to afford the Purchaser full access to inspect during
normal business hours all books and records of the Subsidiary Companies
and furnish to the Purchaser all information and documents concerning the
Company and its affairs as the Purchaser may reasonably require and
provide.
7.02 The Purchaser hereby undertakes that it will not, prior to Completion,
save as required by law, divulge any confidential information relating to
the Subsidiary Companies and the relevant personnel of the Subsidiary
Companies and the Subsidiary Companies obtained by it pursuant to this
Clause 7.01 to any person other than its officers, employees or
professional advisers.
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8. OBLIGATIONS OF THE VENDOR AND THE PURCHASER
8.01 a) In respect of those of the assets located in the PRC, it is hereby
specifically agreed that:-
(i) the Vendor and GDPL shall procure that all of those PRC Assets
and PRC Assets (1) described as located in the PRC under
Schedule 2 and Schedule 2(1) respectively other than those
being leased back under Schedule 3 to the GDPL, shall be
delivered to the Purchaser by 31 January 2004 or on Completion
and the Purchaser shall procure the Subsidiary Companies to
assist the Vendor in respect of this arrangement as may be
reasonably requested by the Vendor and at the expenses to the
Purchaser;
(ii) all costs and expenses for such removal and delivery of and
all duties, taxes and penalties payable and liabilities to the
PRC and Hong Kong government authorities in relation to the
aforesaid PRC Assets and PRC Assets (1) shall be borne by the
Purchaser, and the Purchaser hereby undertake to the Vendor
and GDPL respectively that the Purchaser shall keep the Vendor
and GDPL respectively indemnified in respect of all such
costs, expenses, duties, taxes and penalties and liabilities;
(iii) Without prejudice to or limiting the generality of the
foregoing and/or any other rights and remedies of the
Subsidiary Companies and the Vendor and GDPL hereunder or
otherwise, but subject to Clause 9.01 below, in the event that
any amount of such costs, expenses, duties, taxes and
penalties and liabilities shall be un-discharged by the Vendor
and GDPL, the Purchaser shall settle any amount that may be
payable to the Vendor and/or GDPL under this Agreement a sum
required to discharge such unpaid costs, expenses, duties,
taxes and penalties and liabilities.
(a) In respect of those of the PRC Assets and PRC Assets (1) located in
PRC, it is hereby agreed that the Purchaser shall procure the
Subsidiary Companies to arrange for taking delivery to it of these
PRC Assets and PRC Assets (1) from the locations in PRC where they
are kept at its own costs and expenses and the Vendor and GDPL shall
assist the Purchaser and the Subsidiary Companies in respect of this
arrangement as may be reasonably requested by the Subsidiary
Companies and/or the Purchaser at no extra costs and expenses to the
Vendor.
9.01 As soon as practicable and before the Completion Date (or such longer
period as may be required under law or under their contracts of
employment), the Vendor shall procure the Subsidiary Companies to give
notice in writing to each of the Existing Employees of the termination of
his/her employment with the Subsidiary Companies effective upon the
Completion Date unless
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the Purchaser specifically waive this obligation of the Vendor.
9.02 For avoidance of doubts, notwithstanding anything contained in this
Agreement to the contrary, the Vendor shall not after the Completion Date,
be responsible for the Employees' Entitlements and shall not be required
to pay and settle such sums as equivalent to the Employees' Entitlements
in full, and shall not claim against the Subsidiary Companies and/or the
Purchaser or have any recourse against the Subsidiary Companies and/or the
Purchaser in respect of such payment and settlement. The Purchaser hereby
undertakes with the Vendor that the Purchaser shall fully indemnify and
keep indemnified the Vendor in respect of the failure by the Vendor to
comply with any of its obligations under this Clause and against any and
all claims of wrongful dismissal or redundancy or otherwise that may be
brought by any Existing Employees against the Subsidiary Companies and/or
the Vendor, which relate or are referable to a period or periods of
employment before the Completion Date. Without limiting the generality of
the foregoing and without prejudice to any other rights and remedies of
the Subsidiary Companies and the Vendor, in the event that any of the
Employee's Entitlements is not so discharged on or before Completion, the
Purchaser shall be responsible to settle such amounts required to
discharge the same.
9.03 The Vendor shall furnish the Purchaser with all information, data,
invoices, details, accounts and documents in relation to the Account
receivables' and `Prepayment deposits and other receivables' Accounts
payable' and `Accrued liabilities and other payable' set out in the
balance sheet of the Management Accounts.
9.04 Notwithstanding anything contained herein, the Purchaser shall indemnify
and keep indemnified the Vendor from any debts, liability, claims, demand,
actions, proceedings, costs, expenses, and without limiting the generality
of the aforesaid any taxation claim against the Subsidiary Companies
and/or the Vendor arising from or in connection with any business or
trading that has been or was carried on by the Subsidiary Companies prior
to Completion;
9.05 The Subsidiary Companies shall (and the Purchaser shall procure that the
Subsidiary Companies shall) upon any claim, action, demand or assessment
being made or issued against the Vendor which could lead to a claim
against the Vendor, the Subsidiary Companies shall (and the Purchaser
shall procure that the Subsidiary Companies shall) take such action and
give such information and assistance in connection with their respective
affairs as the Vendor may reasonably request in writing to avoid, dispute,
resist, mitigate, compromise, defend or appeal against any claim in
respect thereof and any adjudication with respect thereto. The Subsidiary
Companies shall procure that the conduct of any proceedings of whatsoever
nature arising in connection with any such claim after the Completion
shall be conducted by the Purchaser and/or the Subsidiary Companies in
accordance with the Vendor's reasonable instructions and in that
connection, the Vendor shall give or cause to be given to the Purchaser or
the Subsidiary Companies all
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such assistance as the Purchaser or the Subsidiary Companies may
reasonably require in disputing any such claim. The Purchaser shall
indemnify and keep indemnified the Vendor and GDPL against all losses
(including but not limited to any additional taxation) damages, costs and
expenses which may be incurred by the Vendor or GDPL in complying with
their obligations hereunder.
10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
10.01 The Vendor and GDPL do not warrant as to whether there are any other
information, including but not limited to the Contingent Liabilities,
relating to the Subsidiary Companies of which the Purchaser has knowledge
(actual or constructive) and expressly does not warrant that there is no
investigation which shall prejudice any claim made by the any party or the
Purchaser knew or ought to have known or had constructive knowledge of any
information relating to the circumstances giving rise to such claim.
11. ACCESS TO INFORMATION
11.01 As from the date of this Agreement the Vendor shall give to the Purchaser
and any persons authorized by it, all such information relating to the
Subsidiary Companies and such access to the premises and all books, title
deeds, records, accounts and other documentation of the Subsidiary Company
as the Purchaser may reasonably request and be permitted to take copies of
any such books, deeds, records, accounts and other documentation and that
the officers and employees of the Subsidiary Companies shall be instructed
to give promptly all such information and explanations to any such persons
as aforesaid as may be requested by it or them.
11.02 In the event of this Agreement ceasing to have effect the Purchaser
undertakes to release to the Vendor all information and documents
concerning the Subsidiary Companies which have been provided to the
Purchaser in connection with this Agreement and also undertakes not to use
any such information gained by it to further itself in its trade or to the
detriment of the Subsidiary Companies unless such information had already
been known to the Purchaser or had become or subsequently becomes public
knowledge otherwise than by reason of any act or default of the Purchaser,
its advisers or employees.
12. MISCELLANEOUS
12.01 All costs and disbursements (including stamp duty, if any) of and
incidental to this Agreement and the sale and purchase hereby agreed to be
made shall be borne by the Purchaser.
12.02 Each notice, demand or other communication given or made under this
Agreement shall be in writing and delivered or sent to the relevant party
at its address o fax number set out below (or such other address or fax
number as
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the addressee has by two (2) days' prior written notice specified to the
other parties):
To the Purchaser: GUMPTION TRADING LIMITED
Registered office: X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx
Xxxxxxx ("the Purchaser") of the second part
Correspondence
Address: Xxxx 0000, Xxxx Xx Xxxxxxxx, Xxx Xxxx Xxxx Garden,
Xxx Xxx Road, Luohu, Shenzhen, Guandong Province,
Shenzhen, PRC
To the Vendor: DF China Technology Inc.
Correspondence
Address: Xxxxx 0000-00, 00/X., Xxxx Xxxxx, Xxxx Tak Centre,
000-000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx
Fax Number : (000) 0000 0000
Attention : Xx. X X Xxxx
To GDPL: Taiping Industrial Zone, Conghua, Guangzhou, Guangdong
Province, China
Any notice, demand or other communication so addressed to the relevant
party shall be deemed to have been delivered (a) if given or made by
letter, when actually delivered to the relevant address; (b) if given or
made by fax, when despatched with confirmation of transmission.
12.03 No failure or delay by the Purchaser in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of the same preclude any further exercise
thereof or the exercise of any other right, power or remedy. Without
limiting the foregoing, no waiver by the Vendor of any breach by the
Purchaser and/or the Guarantor of any provision hereof shall be deemed to
be a waiver of any subsequent breach of that or any other provision
hereof. If at any time any provision of this Agreement is or becomes
illegal, invalid or unenforceable in any respect, the legality, validity
and enforceability of the remaining provisions of this Agreement shall not
be affected or impaired thereby.
12.04 This Agreement shall not be assignable.
12.05 This Agreement (together with any documents referred to herein)
constitutes the whole agreement between the parties hereto and it is
expressly declared that no variations hereof shall be effective unless
made in writing.
12.06 The Vendor and GDPL may release in whole or in part and in such manner as
it thinks it any one or more of the Purchaser from this Agreement and
compound with or otherwise vary or agree to vary the liability of or grant
time or indulgence to or make other arrangements with any one or more of
the
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Purchaser without prejudicing or affecting its rights and remedies against
any other Purchaser.
12.09 The parties hereto shall do and execute or procure to be done and executed
all such further acts, deeds, things and documents as may be necessary to
give effect to the terms of this agreement and to place control of the
Subsidiary Companies in the hands of the Purchaser.
13. GOVERNING LAW AND JURISDICTION
13.01 This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong Special Administrative Region ("Hong Kong") and the
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of the Hong Kong courts.
13.02 The Vendor and GDPL hereby irrevocably appoint Xx. Xxxxx Xxx of Xxxxx
0000-00, Xxxx Xxxxx, Xxxx Tak Centre, 000-000 Xxxxxxxxx Xxxx, Xxxxxxx Xxxx
Xxxx, as their agent to receive and acknowledge on their behalf service of
any writ, summons, order, judgment or other notice of legal process in
Hong Kong. If for any reason the agent named above (or its successor) no
longer serves as agent of the Vendor and GDPL for this purpose, the Vendor
and GDPL shall promptly appoint a successor agent and notify the Purchaser
thereof. The Vendor and GDPL agree that any such legal process shall be
sufficiently served on it if delivered to such agent for service at its
address for the time being in Hong Kong whether.
IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.
SIGNED by )
for and on behalf of the Vendor )
in the presence of:- )
SIGNED by )
for and on behalf of Purchaser )
in the presence of:- )
SIGNED by )
for and on behalf of GDPL )
in the presence of:- )
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APPENDIX A
The audited balance sheet of the Vendor made up as at 31st March 2003 and the
audited profit and loss accounts of the Subsidiary Companies for the year ended
31st March 2003
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APPENDIX B
The unaudited balance sheet of the Vendor made up to and including 31 December
2003 and the profit and loss account of the Vendor for the period from 1 April
2003 to 31 December 2003
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SCHEDULE 1
INFORMATION ABOUT THE SUBSIDIARY COMPANIES
NAME OF SUBSIDIARY CONSIDERATION OF
COMPANY SHAREHOLDERS SALE SHARES
------------------------------------------------------------------------------------
DF Paper Guangdong Limited DF China Technology Inc. HK$1.00
Guangdong Xxxxxxxxxx XX Paper Guangdong Limited HK$1.00
Paper Ltd.
[CHINESE CHARACTER]
DF Paper Jiangsu Limited DF China Technology Inc. HK$1.00
Jiangsu Xxxxxxxxxx Paper DF Paper Jiangsu Limited HK$1.00
Co. Ltd.
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SCHEDULE 2
PRC ASSETS
Description of assets:
[CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] Paper Production Line
[CHINESE CHARACTER] Waste Paper incision machine
BOLLEGRAAF GMBH HBC50 500kg Waste Paper Baler
[CHINESE CHARACTER] 1984
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 4 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]3919[CHINESE CHARACTER] 3725
[CHINESE CHARACTER] 6229 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] (6212881-883)
[CHINESE CHARACTER] [CHINESE CHARACTER] 1 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 25 [CHINESE CHARACTER]
21 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 5 [CHINESE CHARACTER]
11 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 2.5 [CHINESE CHARACTER]
6 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] 25 Ton/day Paper Production Line
[CHINESE CHARACTER] 100,000 Rolls / Day Two Play Toilet Paper
Converting Line
- 16 -
FMC 2A 400 Sheet/min 3 Lanes 33(pound)Y33cm Napkin
Folding
[CHINESE CHARACTER] Machine
[CHINESE CHARACTER] 100M/ min(pound)Y5(pound)Y4 Box Tissue Converting Line
[CHINESE CHARACTER] PCMC 228ctn/ 8hr. Tissue Paper Converting Line
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] 50T [CHINESE CHARACTER]
[CHINESE CHARACTER] 10T [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
- 17 -
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] CPCD50A [CHINESE CHARACTER]
- 18 -
SCHEDULE 2 (1)
PRC ASSETS (1)
Description of assets:
[CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] P.C.M.C.
[CHINESE CHARACTER] [CHINESE CHARACTER] PERINI
[CHINESE CHARACTER] [CHINESE CHARACTER] HOBEMA
[CHINESE CHARACTER] [CHINESE CHARACTER] PERINI 1
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] (200*[CHINESE CHARACTER])
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 100-250A
[CHINESE CHARACTER] [CHINESE CHARACTER] 65-250A
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] 3T [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 2 [CHINESE CHARACTER]
- 19 -
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] VCD [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] - [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] - [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
- 20 -
SCHEDULE 3
THE LEASED BACK ASSETS
Description of assets:
[CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] P.C.M.C.
[CHINESE CHARACTER] [CHINESE CHARACTER] PERINI
[CHINESE CHARACTER] [CHINESE CHARACTER] HOBEMA
[CHINESE CHARACTER] [CHINESE CHARACTER] PERINI 1
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] (200*[CHINESE CHARACTER])
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 100-25A
[CHINESE CHARACTER] [CHINESE CHARACTER] 65-250A
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] 3T [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER] 2 [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
- 21 -
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] VCD [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
[CHINESE CHARACTER] [CHINESE CHARACTER]
- 22 -
SCHEDULE 4
DEED OF GUARANTEE
By the Guarantor
To : DF CHINA TECHNOLOGY INC, a company incorporated in the British
Virgin Islands, whose shares are listed on the Nasdaq SmallCap
Market and whose registered office is situate at Xxxxxxxx Xxxxxxxx,
X.X. Xxx 00, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
and
Guangzhou Xxxxxxxxxx Paper Limited, a company incorporated in the
PRC, whose registered office is situate at Taiping Industrial Zone,
Conghua, Guangzhou, Guangdong Province, China
Date : [ , 2004]
Dear Sirs
Re: Guarantee
In consideration of you as the Vendor entering into a Sale and Purchase
Agreement (the "Agreement") particularly described below that is to say:-
Date : [ ]
Vendor : DF China Technology Inc.
GDPL : Guangzhou Xxxxxxxxxx Paper Limited
Purchaser: Gumption Trading Limited
The Agreement:
(1) Subject to the terms of the Agreement, the Vendor shall sell
as beneficial owner (and the Vendor shall cause its nominee to
transfer
- 23 -
the legal ownership of the Sale Shares held by it as a nominee
on trust in favor of the Vendor) and the Purchaser in reliance
on the Warranties therein contained shall purchase the Sale
Shares free from all liens, charges and encumbrances and
together with all rights now or hereafter attaching thereto
including all dividends and distributions declared, made or
paid on or after the date of the Agreement.
(2) Subject to the terms of the Agreement, GDPL shall sell as
beneficial owner and the Purchaser in reliance on the
Warranties herein contained shall purchase the PRC Assets (1)
free from all liens, charges and encumbrances and together
with all rights now or hereafter attaching thereto.
We, the undersigned (the "Guarantor") with particulars as set out in the Exhibit
hereto, hereby irrevocably guarantee to the Vendor and GDPL jointly and
severally, on the terms and conditions in the Schedule hereto, due payment by
the Purchaser of all sums and charges and due performance and observance by the
Purchaser of the terms and conditions of the Agreement and undertake to pay
forthwith on demand in writing from both or either of you from time to time all
arrears of charges, payables and all losses, damages, claims, costs and expenses
properly and reasonably incurred by reason of or arising out of any breach by
the Purchaser of the terms and conditions of the Agreement. To avoid any doubt,
it is hereby expressly agreed that, there is no ceiling of liability of the
Guarantor under this Guarantee.
SEALED with the Common Seal of the Guarantor, and )
SIGNED by )
)
In the presence of:- )
- 24 -
THE SCHEDULE
1. The Guarantor hereby agrees and declares that this Guarantee shall not
preclude the Vendor and GDPL, either jointly or severally, from enforcing
the terms, covenants and conditions of the Agreement if default is made by
the Purchaser in the payment of any money due under the Agreement or
otherwise.
2. This Guarantee shall be deemed to have commenced from the date of the
Agreement and shall remain in full force and effect up to the last day of
the tenth anniversary date of the Agreement.
3. The Guarantor further agrees that this Guarantee shall not be affected by
any change of name or status in the company, firm or individual described
as the "Purchaser".
4. The Guarantor further agrees that it shall not be discharged or released
from this Guarantee by any arrangement made between the Vendor, GDPL and
Purchaser or by any alteration in the obligations imposed upon the
Purchaser by the Agreement or by any forbearance granted by the Vendor
and/or GDPL to the Purchaser as to payment, time, performance or
otherwise, and this forbearance may have been made or granted without the
Guarantor's knowledge or assent.
5. This Guarantee is to be governed by and construed in accordance with the
Laws of Hong Kong Special Administrative Region and the parties
irrevocably submit to the non-exclusive jurisdiction thereof.
6. Any notice or process may be served on the Guarantor by leaving the same
at the correspondence address in Hong Kong given in the Exhibit unless a
substituted address in Hong Kong has been given to the Vendor and GDPL in
writing in which case service at such substituted address shall be
sufficient.
7. In this Guarantee, words importing the singular number shall include the
plural number and vice versa, and words importing the masculine, feminine
or neuter genders shall include the others of them.
- 25 -
THE EXHIBIT
(Particulars of the Guarantor)
The Guarantor's Name : [ ]
Address : [ ]
Correspondence address
in Hong Kong : [ ]
Registration Number : [ ]
- 26 -
