EXHIBIT 10.10
SHARE PURCHASE AGREEMENT RELATING TO THE PURCHASE OF CMD CAPITAL LIMITED
SNet Communications (HK) Limited
("SNet")
and
LING KAN NA
("Ting")
Li Wei Man
("LI")
(SNET, TING AND LI, COLLCCTIVELY THE VENDORS)
and
CathayOnline Technologies (Hong Kong) Limited
(the "Purchaser")
SHARE PURCHASE AGREEMENI
DATA AS OF THE 29TH DAY OF FEBRUARY 2000
SHARE PURCHASE AGREEMENT
THIS AGREEMENT MADE AS OF THE 29TH DAY OF FEBRUARY, 2000
---------------------
BETWEEN
SNET Communications (HK) Limited, a company duly incorporated under the
laws of Hong Kong Special Administrative Region (Hong Kong") ("SNet")
AND
MS. PING KIN NOK, A PERMANENT RESWENT OF HONG KONG WITH HANG KONG
IDENTITY card #P212902(0) ("Ting")
AND
Mr. LI MTei Man, a miident of Hong Kong with Hong Kong identity card
#_______________ ("LI")
(SNet, TIng and Li are collectively referred to as "Vendors")
AND
CATHAYONLINE TECHNOLOGIES (HONG KONG) LIMITED, A COMPANY DULY
INCORPORATED UNDER THE LAWS OF HONG KONG (THE "PURCHASER")
WHEREAS:
A. CMD Capital Limited (the "Q,inpay~) legally and bcneficiafly ow~s
seventy percent (70%) of all issued and OUTSTANDING SHARES OF CBIN2NET
PUBLISHING CO. LID. ("CBLTIANCT"), BOTH OF WHICH ARE DULY INCOIPORATED
UNDER TBT LAWS OF HONG KONG;
B. CHINANET LEGALLY AND BENEFICIALLY OWNS AD RIGHTS AND INTERESTS IN AND
TO THE EOXZG KONG EDITION OF S(T~T~ INVESTMENT" JOURNAL, A MAGAZINE
DULY RCGISTERCD WITH ________DEPARTMENT IN HONG Kong (Registration
#_______
C. THE COMPANY HAS CATERED INTO, A COOPERATION AGREEMENT (THE `COOPERATION
AGREEMENT") WITH CHINA HVESTMAIT Publishing HOUSE ("CHINA INVESTMENT"),
A COMPANY ESTABLISHED UNDER THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA
(MPRC") and UNDER THE CONTROL OF THE MC STATE PLANNING AND DEVELOPMENT
COMMISSION (A COPY OF THE Cooperation Agreement is attached hereto as
Schedule A):
D. 5)1ST. BENEFICIALLY OWNS TONY PERCCNT (40%) OF ALL ISSUED AND
OUTSTANDING SHARES OF THE COMPANY;
E. LTHG BENEFICIALLY OWNS FORTY PERCENT (40%) ALA!! ISSUED AND OUTSTANDING
SKATES OF THE Company;
F. LI BENEFICIALLY OWNS TWENTY PERCENT (20%) OF all issued and outstanding
tires of the Cnmpany;
G. THE PURCHASER IS INDIRECTLY WHOLLY OWNCD LEGALLY AND BENEFICIALLY BY
CATHAYONLINC INC. RCSOL"), A COMPANY incorporated under the laws of
Nevula, thc USA:
H. EACH OF THE VENDORS WISHES TO SELL TO THE PURCHASER SIXTY-TWO POINT
FIVE PERCENT (62.5%) OF their respective beneficW interests in the
issued and outstanding Shares of the Company (collectively
"Shareholding Interests");
I. THE PURCHASER WISHES TO purchase such Sharcholding Iixensts.
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND the ntual agreanents
contained bcrc'm and other valuable consideration (THE RECEIPT AND ADCQUACY OF
WHICH BY EACH OF the Parties hereto is ackflowledged). the Parties hereto agree
as follows:
ART1CLE 1
INTERPRETATION
1.1 DEFINED TERMS. AS USED IN THIS Agreement. including the recitals
hereto, the following definition apply:
CLOSING MEANS the completion of the transaction of purchase and sale
contemplated in this Agreement;
"COMPLETION DATE" MEANS APRIL 1, 2000 OR SUCH OTHCR DATHS AGREED TO BY
THE Parties hereto;
"CORPORATE RECORDS" MEANS WITH RESPECT TO THE COMPANY, ALL CORPORATE
RECORDS OF the Company, including (1) all MEMORANDUM ARID ARTICLES OR SIMILAR
CONSTADRIG DOCUMENTS, ANY UNAIMOUS shareholders agreements and any amendments
thereto; (II) A!! MINUTES OF MEETINGS AND RESOLUTIONS OF SHAREHOLDEN, DIRECTORS
AND ANY CONUNITTEE THEREOF; AND (III) THE share CERTIFICATE BOOKS, REGISTER OF
SHAREHOLDERS, REGISTER OF TRANSFERS AIX! REGISTER OF directors;
"ENCUMBRANCES" MEANS LIENS, CHARGES, MENGAGES, PLEDGES, SECURITY
INTERESTS. CLAIMS, DEFECTS OF title, restrictions AND ANY OTHER RIGHTS OF THIRD
PARTIES TELATING TO ANY PROPERTY, INCLUDING RIGHTS OF ACT-OFT AND VOTING trusts,
and other encumbrances of any kind; and
"SHARING PERCENT" MEANS A PERCENTAGE OF FORTY (40). FORTY (40) AND
TWENTY (20) FOR EACH OF SNET, TING AND LI RESPECTIVELY.
ARTICLE 2
SHARE PURCHASED AND PLJRC}IASE PRICE
2.1 PURCHASE AN&SALEESHAREHOLDHIG INTERESTS, ON THE TERMS AND CONDITIONS
HEREOF, THE VENDORS HEREBY JOLRTUY SELL, ASSIGN AND TRANSFER TO TUE
PURCHASER AND THE PURCHASER HEREBY PURCHASES FROM THE VENDORS ON THE
DATE HEREOF, THE Sharebolding Interests.
2.2 PURTHASE~PRICE - SHAREHOLDING INTERESTS. THC AGGREGATE PURCHASE PRICE
(THE
PURCHASE PRICE") PAYABLE BY THE PURCHASER TO THE VENDORS FOR THE
SHAREHOLDING INTERESTS SHALL BE ONE Million Us Dollars (US$1,000,000)
AND TWO MILLION COMMON SHAMS FROM THE TR~SWY OF CAO!4 (`CAOL Shares")
to be paId and issued in accordance with Section 2~3 hereof.
2.3 PAYMENT OF PURCHASE PRICE. The Purchaser shall: (i) pay Nw Hundred
Thousand US Dollars (US$500,000) awl cause CAOL TO ISSUE ONE MILLION
(1,000,000) CAOI4 SHARES TO THE VENDORS WITHIN THIRTY (30) DAYS OF the
execution of this Agreement (ii) PAY FIVE HUNDIAT THOUSAND 135 DOLLARS
(US$500,000) AND CANSE CAO!, TO issue One Million (1,000.000) CAOL
Shares to the VENDORS WITHIN SIX (6) MONTHS UPON THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED UNDER THE COOPERATION AGREEMENT BY THE
PASTIES THERETO. INCLUDING INCORPORALING APPROPRIATE ENTITIES IN HONG
KONG AND PRCI launching the Hong Kong edition of ~CHINA INVESTMENT"
JOURNAL AND A ICP SITE IN THE PRC WITH INSSARY AUTHORIZATION AND
LICENSES FROM RELEVANT PRC GOVERNMENT departments.
2.4 DISTRIBUTION OF~PURCHASE PRICE THE PURCHASE I'XICE WIN BE DISTRIBUTED
TO EACH OF THE VENDORS IN accordance with the Sharing Perceut.
ARTICLE 3
COMPLETION
3.1 CCCPLETION OF THE SALE AND PURCHASE OF THE SHAREHOLDING INTERESTS SHALL
TAB PLACE AT the office of Stikeman, Elliott at Suite 1103. Ann China
Enilding, 29 Queen's Road Central, Hang Kong at 10:00 A.M. on the
Completion Date when all (BUT NOT PART ONLY UNLESS the parties hereto
agree otherwise) of The following business shall be fransacce4:
(a) The Vendors shall jointly or severally deliver to the
Purchaser
(I) INSTRUMENTS OF TRANSFER AND SOLD NOTES IN RESPECT OF
the Sbareholding Interests executed by the NOMINEES
OF the Vendors together with the share certificates
therefor
(II) IN THE EVENT THAT THE NUMBER OF DIRECTORS CONSISTING
THE BOARD OF THE COMPANY AS authorized under the
articles of association of the Company is any number
other than three (3), a certified copy RESOLUTION OF
THE SHAREHOLDERS OF THE COMPANY AUTHORIZING THE
AMENDMENT OF THE number of directors CONSISTING THE
BOARD TO THREE (3) UNDER SUCH RELEVANT CLAUSE OF THE
ARTICLES OF ASSOCIATION OF THE Company;
(III) LETTERS OF RCSIGJIATION DULY SIGNED BY ALL THE
EXISTING DIRECTORS OF THE Company;
(IV) A CERTIFIED COPY RESOLUTION OF THE BOARD OF DIRECTORS
OF THE COMPANY APPROVING THE TRANSFER OF THE
SBAREHOKLING INTERESTS BY THE VENDORS OR THEIR
NOMINEES TO THE PURCHASER and appointing two (2)
PERSONS AS THE PURCHASER SHALL NORNBIATE DIRECTORS OF
THE COMPANY, WITH EFFECT FROM the Completion DATC;
(V) ALL BOOKS, RECORDS, DEEDS, AGREEMENTS, LEASES, BOOKS
OF ACCOUNT, LISTS of suppliers and customers ol the
Company and all other documents, files, records and
other data, financial or othenwise, relating to the
Company;
(VI) DULY EXECUTED LETTERS OF resignation of the resigning
directors, undated, resigning as directun of the
Company;
(VII) A MANAGEMENT AGREEMENT, IN THE FORM SATISFACTORY TO
THE PURCHASER, DULY EXECUTED by the Vendors and/or
the Company with regard to the MANAGEMENT AND
OPERATION OF THE COMPANY; and
(viii) a shareholders' agreement, in the form satisfaaory to
the Purchaser, duly executed by the Vendors and the
Company.
(B) THE PURCHASER SHALL DELIVER TO THE VEALORS (I) executed
Instruments of fransfer and bought notes hi respect OF THE
SHARTHOLDING INTERESTS; (II) A CHEQUE IN THE SUM OF
HX$__________ REPRESENTING THE Purchaser's share OF STAMP DUTY
WITH RESPAS TO THE SALE AND PURCHASE OF THE SHAREHOLDING
INTERESTS; AND (III) consents to act AS DIRECTORS DULY SIGNED
BY THE TWO (2) DIRECTORS SO NOMINATED BY the Purchaser to the
board of directors OF the Company.
(C) THE PARTIES HERETO SHALL EXECUTE AND DO OR CAUSE TO BE
EXECUTED AND DONE all such other documents, INSTRUMENTS, ACTS
AND THINGS AS ARE REASONABLYNECESSARY IN ORDER' TO EFFECT THE
SALE AND PURCHASE OF THE Shareholding Interests.
3~2 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, THE
OBLIGATION OF THE PURCHASER TO COMPLETE THE PURCHASE OF THE SHAREHOLDING
INTERESTS NT/OR TO PAY THE PURCHASE PRICE TO THE VENDORS IS SUBJECT TO THE
following conditions TO BE FULFILLED OR PERT BRINED ON OR BEIBRE THE COMPLETION
DATE, WHICH CONDITIONS ARE FOR THE EXCLUSIVE benefit of the Purchaser and may be
waived by the Purchaser in writing in its sole discretion:
(A) THE RCPRESCNTATIONS~ WARRANTIES AND COVENANTS OF the Vendors
to the Purchaser contained in this Agreement SHALL BE IFUE
ARID CORRECT AS AT THE COMPLETION DATE WITH THE SAME FARCE ~
EFFECT AS IF SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS
WERE MADE AT AND AS OF such time;
(B) ALL OF THE TERMS, COVENANTS AND CONDITIONS OF this Agreement
to be compiled with or pcrformed by the Vendors at or before
the ccmpletion Date shaU have been complied with or performed;
and
(c) the Purchaser or its advisers shall bave completed its due
diligence on the Company and shall have obtained results
satisfactory to it.
If the above conditions are not fulfilled or waived by the Purchaser on
or before the Completion Date, the Purchaser shall be entitled to
rescind this Agreement In which event no party shall have any further
claim HEREUNDER AGAINST THE OTHER1
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 BJ~RSABILONS_~!DWARNKTICS OFTHEYSIDAN, Each oldie Vendors represents and
warrants a~ follows to tim Purchaser and acknowledges and confirms that the
Purchaser is relying upon such representations and warranties in conntion with
the purchase by the Puirliaser of the SharcboWing Interests:
(A) FLUE TNCOGPJNTION AND EXISTENCE OF THE CQM~PANY. Each of SNeC
and the Company is a corporation incorporated and existing
under the laws of Hong Kong.
(B) CORPORATE L~P~ER. The Company has the corporate power to own
its property and to carry on the business as now being
conducted by it.
(C) AUTHORI,ED_AND TSSNE&CAPTTAL. The authorized capital of the
Company CONSISTS OF -, OF WHICH, AT THE DATE HEREOF, 100
SHARES (BENEFICIALLY OWNED BY THE VENDORS) HAVE BEEN ISSUED --
OUTSTANDING AS FOLLY PAID.
(D) OPTJONS. ETC. EXCEPT FOR THE PURCHASER'S RIGHT HEREUNDER, NO
PERSON HAS ANY OPTION, WARRANT, RIGHT, CALL, CONNUITINENT,
CONVERSION RIGHT, RIGHT OF EXCHANGE OR OTHER AGREANECT OR ANY
RIGHT OR PRIVILEGE (WHETHER BY LAW, PRCCMPTIVC OR COUTTACTUAL)
CAPABLE OF BECOMING AN OPTION, WARRANT, RIGHT, CALL,
COMMITMENT, CONVERSION RIGHT, RIGHT OF EXCHANGE OR OTHER
TPECMEM FOR THE PURCHASE, SUBSCRIPTION, ALLOTMENT OR ISSUANCE
OF ANY OF THE UNISSUED SHARES IN THE CAPITAL OF THE COMPANY OR
MANY SECURITIES OF THE COMPANY.
(E) CORPORATERECOTT THE CORPORATE RECORDS OF THE COMPANY ARC
COMPLETE AND ACAN*E AND ALL CORPORATE PROCEEDINGS AND ACTIONS
REFLECTED THEREIN HAVE BEEN CONDUCTS OR TAKEN IN COMPLIANCE
WITH ALL APPLICABLE LAWS AND WITH THE MEMORANDUM AND ARTICLES
OF THE COMPANY~
(F) VALIDITY OF MREEMC!N. EACH OF THE VENDORS HAS ALL N~ESSARY
POWER, AUTHORITY AND CAPACITY TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT. THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH OF THE VENDORS OF THIS AGTEESNENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTANPIATED THEREBY:
(I) IN THE CASE OF SNET, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION ON THE PART OF
SNET AND
(II) DO NOT (OR WOULD NOT WITH THE GIVING OF NOTICE, THE
LAPSE OF. TIME OR THE HAPPENING OF ANY OTHER EVENT OR
CONDITION) RESULT IN A VIOLATION OR A BREACH OF, OR A
DEFAULT UNDER OR GIVE RISE TO A RIGHT OF TCRMIUATION,
AMENDMENT OR CANCELLATION OR THE ACCELERATION OF ANY
OBLIGATION UNDER (A) ANY CHARTER OR BY-LAW
INSTRUMENTS OF SNOT; (B) ANY CONTRACTS OR INSTRUMENTS
TO WHICH ANY OF THE VENDORS IS A PARTY OR BY WHICH
ANY OF THE VENDON IS BOUND; OR (C) ANY LAWS
APPLICABLE TO ANY OF THE VENDORS.
THIS AGREEMENT CONSTITUTES LEGAL, VALID AND BINDING
OBLIGATIONS OR THE
VENDORS, AS APPLICABLE, ERTARCEABLC AGAINST THAN IN ACCORDANCE
WITH ITS TERMT
(H) RNTRKTIVTDOAMJ~EPJ~. NEITHER THE COMPANY NOR THE VENDORS IS
SUBJECT TO, OR A PARTY TO, ANY CHARTER OR BY-LAW RESFRICTION,
ANY LAW, ANY CLAIM RELATING TO THE PERIOD PRIOR TO THE DAFT
INTO!, ANY CONTRACT OR HISTRUINENT, ANY ENCUMBRANCE OR ANY
OTHER RESTRICTION OF ANY KIND OR CHARACTER WHICH WOULD PREVENT
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGRECNNT OR COMPLIANCE BY THE VENDORS WITH THE TENUS,
CONDITIONS AND PROVISIONS HEREOF OR THE CONTINUED OPERATION OF
THE BUSINESS BY THE COMPANY AFTER THE DATE HEREOF ON
SUBSTANTIALLY THE SAME BASIS AQ HERETOFORE OPERATED S WHICH
WOULD RESTRICT THE ABILITY OF THE PURCHASER TO ACQUIRE ANY OF
THE SHAREHOLDING INTIETESTS OR TO CAUSE THE CORNPSNY TO
CONDUCT THE BUSINESS IN ANY AREA.
(I) T~XESAUD STAT~!T*RY RETUR4. THE COMPANY HAS TIED OR CAUSED TO
BE FILED, WITHIN THE TIMES AND WITHIN THE MANNER PRCSCNLCCL BY
LAW, ALL TAX RETURNS AND ANNUAL RETURNS WHICH ARC REQUIRED TO
BE FILED BY OR WITH RESPECT TO THE COMPANY. `THE INFORMATION
CONTAINED IN SNCB RETURNS IS CORRECT AND COMPLETE AND SUCH
REMRNS AND REPORTS REFLECT ACCURATELY ALL LIABILITY FOR TAXES
OF THE COMPANY FOR THE PERIODS COVERED THEREBY OR THE
CORPORATE STRUCTURE OF THE COMPANY, AS THE CASE MAY BT ALL
TAXES AND ASSESSMENTS (INCLUDING INTEREST AND PENALTIES) THAT
ARE OR MAY BECAME PAYABLE BY OR DUE FROM THE COMPANY HAVE BEEN
FULLY PAID OR FOLLY DISCLOSED AND FULLY PMVIDCD FOR IN THE
BOOKS AND RECOUIS.
4.2 COVAIAPTC SITHEJENDO~. IN THE EVENT ANY OF THE VENDORS SELLS ANY PORTION OF
ITS SHAREHOLDING OR BENEFICIAL INTERESTS THEREOF IN THE COMPANY TO ANY OTHER
THIRD PARTIES, THE VENDORS JOINFLY AND SEVERALLY COVENANT THAT THEY WILL USE
THEIR BEST ENDEAVOUR TO CAUSE SUCH THIRD PARTIES TO BE A PARRY AND BE BOUND BY
THE SHAREHOLDER AGREEMENT BETWEEN THE VENDORS. THE PURCHASER AND THE COMPANY
WHICH SHALL CONTAIN PROVISIONS STIPULATING THAT THE PURCHASER SHALL HAVE THE
RIGHT OF FIRST REIBSAL TO ACQUIRE ALL BUT NOT ANY PART THEREOF THE SHAREBALDING
OF SUCH THIRD PARTIES IN THE COMPANY.
4.3 REPJ~SA*ALION~ANDWARRA~JJES 4FRE PJGCHA~. THE PURCHASER REPRESENTS AND
WARRANTS AS FOLLOWS TO THE VENDORS AND ACKNOWLEDGES AND CONFIRMS THAT THE
VENDORS ARE RELYING ON SUCH RCPRESENBTIORLS AND WARRANTIES IN CONNECTION WITH
THE SALE BY THE VENDORS OF THE SHARTHOLDLNG INRCR~TS:
(A) DUEANCORATION,. AUDJ~DSTAS. THE PURCHASER IS A CORPORATION
DULY INCORPORATED WIDER THE LAWS OF FLONG KONG.
(B) VALIDITYIPF ~ THE PURCHASER HAS ALL NECESSARY POWER AND
CAPACITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS WIDER THIS
AGRCEZNENT. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
PURCHASER OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY:
(I) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION ON THE PAD OF THE PURCHASER; AND
(II) DO NOT (OR WOULD NOT WITH THE GIVING OF NOTICE, THE
LAPSE OF TIME OR THE HAPPENING OF ANY OTHER EVENT OR
CONDITION) RESULT IN A VIOLATION OR A
BREACH OF, OR A DEFAULT UNDER OR GIVE RICE TO A RIGHT
OF TERMINATION, AMENDMENT OR CANCELLATION OR THE
ACCELERATION OF ANY OBLIGATION UNDCR (A) ANY CHASTER
OR BY-LAW INSTRUMENTS OF THE PURCHASER; (B) ANY
CONTRACTS OR INSTRUMENTS TO WHICH THE PURCHASER IS A
PARTY OR BY WHICH THE PURCHASER IS BOUND OR (C) ANY
LAWS APPLICABLE TO IT.
THIS AGREEMENT CONSTITUTES LEGAL, VALID AND BINDING
OBLIGATIONS OF THE PURCHASER ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS SUBJECT, AS TO ENFORCEMENT, TO
BANHUPTCY, INSOLVENCY AND OTHER LAWS AFFCCTING RIGHT OF
CREDITORS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
4.4 SURVIVAL OF REPRESENTAIONS, WARRANTIES AND COVENANTS. THE .RPRESENTATIONS,
WARRANTIES AND COVENANT OF THE VENDORS CONTAINED IN SECTIONS 4.1 AND 42 HEREOF
AND THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER CONTAINED IN SECTION 4.3
HEREOF SHALL SURVIVE THE CLOSING AND SHALL CONTINUE IN ML FORCE AND EFFECT FOR A
PERIOD OF ONE (1) YEAR FROM THE DME HEREOF AND ANY CLAIM IN RESPECT THEREOF
(EXCEPT A CIT BASED ON FRAUD WHICH SHALL SURVIVE INDEFINITELY).
ARTICLE S
UNDERAKINGS AND INDEMNIT1ES
5.1 THE VENDORS! UNDCRTAIDNGS. THE VENDORS JOINTLY AND SEVERALLY UNDERTAKE TO:
(A) CAUSE THE CHINA INVESTMENT TO MAINTSIN ITS STATUS AS AN ENTITY
CONTROLLED BY THE PRC SLATE HENNING AND DEVELOPMENT
COMMISSION;
(B) INTRODUCE OTHER INTERNET-RELATED ACQUISITIONS OPPORTUNITIES IN
THE PRC TO THE PURCHASER AND/OR CAOL; AND
(C) CAUSETINGANDMR.YULIANZNENGTOACTASADVISERSOFTHECOTNPANY.
5.2 INDEMNIFICATION IN FAVOUR OF THE PURCHASER. THE VENDORS SHALL INDEMNIFY AND
SAVE THE PURCHASER, AND ITS SHAREHOLDERS, DFRECTONS, OFFICERS, EMPLOYEES, AGENTS
AND RCPRESENTADVES, (IN RESPECT OF WHOM THE PURCHASER HEREBY ACTS AS AGENT AND
TRUSTEE WITH RESPECT THERETO) HARMLESS OF AND FROM ANY CLAIM OR LOSS SUFFERED
BY, IMPOSED UPON OR ASSERTED AGAINST THE PURCHASER AS A RESULT OF, IN RESPECT
OF. CONNECTED WITH OR ARISING OUT OF UNDER OR PUSSUANIB:
(A) ANY FAILURE ACT ANY OF THE VENDORS TO PERFORM OR IULFLL ANY
COVENANT OR OBLIGATIONS OF THE VENDORS UNDER THIS AGREEMENT;
(B) ANY BREACH OR INACCURACY OL' ANY REPRESENTATION OR WARRANTY
GIVEN BY THE VENDORS CONTAINED IN THIS AGREEMENT ; AND
(C) ANY CLAIMS OR NOTICES RELATING TO ANY FTCTS, CIRCUMSTANCES,
EVENTS, CONDITIONS OR OCCURRENCES IN EXISTENCE AS AT OR PRIOR
TO THE DATE HEREOF, RELATING DIRECTLY OR INDIRECTLY TO THE
COINPAMY.
5.3 INDEMNIFICATION OF THE VENDORS. THE PURCHASER SHALL INDEMNIFY AND SAVE
THE VENDORS HATMLCSS OF AND FROM ANY CHAIN OR LOTS SUFFERED BY. IMPOSED UPON OR
ASSESTED AGAINST THE VENDORS AS A RESULT OF, IN RESPECT OF. CONNECTED WITH OR
ARISING OUT OF. UNDER OR PURSUANT TO:
(A) ANY FAILURE BY THE PURCBASC TO PERFORM AID TWILL ANY COVENANT
OF THE PNRCBASER UNDER THIS AGREEMENT; AND
(B) ANY BREACH OR INACCURACY OF ANY REPRESENTATION OR WARRANTY
GIVEN BY THE PURCHASER CONTAINED IN THIS AGREEMENT.
ARTICLE 6
MISCELLANEOUS
6.1 FURTHER ASSURANCES. FROM TIME TO TIME SUBSEQUENT TO THE DATE HEREOF, EACH
PARTY SHALL AT THE REQUEST OF ANY OTHER PARTY EXECUTE AND DELIVER SUCH
ADDITIONAL CONVEYANCES, TRANSFERS AND OTHER ASSURANCES AS MAY BE REASONABLY
REQUIRED EFF~IVELY TO CARRY OUT THE INTENT OF THIS AGREEMENT AND TO TRANSFER THE
SHAREHOLDING INTERESTS TO THE PURCHASER.
6.2 JOIMT ANS SERVERAL LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION HEREOF,
THE VENDORS SHALL BE JOINTLY AWL SEVERALLY LIABLE WITH EACH OTHER, AS A
PRINCIPAL ANTI NOT AS A SI&RETY, WITH RESPECT TO ALL OF THE REPRESENTATIONS,
WARRANTIES, COVENANTS, INDEMNITIES AWL AGREEMENTS OF THE VENDORS.
63 STAMP DUTY THE STAMP DUTY PAYABLE ON THE SATE AND PURCHASE OF THE SHAREBDDING
INTERESTS SHALL BE BORNE EQUALLY BY THE PURCHASER AND THE VENDORS.
6.4 EXPENSES. EXCEPT AS OTHERWISE EXPIESSLY PROVILED HEREIN, ALL COSTS AND
EXPENSES (INCLUDING THE FEES AND DISBURSANENTS OF LEGAL COUNSEL, INVESTMENT
ADVISERS AND AUDITORS) INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY INCURRING SUCH
EXPENSES.
6.5 ENUREMENT. THIS AGREEMENT SHALL ENTIRE TO THE BENEFIT OF AND BE BINDING UPON
THE PARTIES, THEIR SUCCESSORS AND ANY PENNITTED ASSIGNS.
6.6 COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS.
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH, TAKEN TOGETHER,
SHALL CONSTITUTE ONE AM) THE SAME INSTRUMENT.
6.7 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTNIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF BANG KONG- EACH PARTY
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICLION OF THE COURTS OF
HONG KONG WITH RESPECT TO ANY MATTER ARISING HEREUNDER OR RELATED HERETO.
6.8 ASSIGNMENT. NONE OF THE RIGHTS OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE
OR TRANSFERABLE BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PATTIES.
6.9 GKNDER AND NUMBER. ANY REFRRENCE IN THIS AGREEMENT TO GENDER SHALL INCLUDE
ALL GENDERS, AND WORDS IMPORTING THE SINGULAR NUMBER ONLY SHALL INCLUDE THE
PLURAL AND VICE VERSA.
6.10 HEADINGS, ETC. THE PROVISION OF A TABLE OF CONTENTS, THE DIVISION OF THIS
AGREEMENT INTO ARTICLES, SECTIONS, SUBSECTIONS AND OTHER SUBDIVISIONS AND TBC
INSERTION OF HEADINGS ARE (OR CONVENIENCE OF RERERENCE ONLY AND SHALL NOT AFTECT
OR BE UTILIZED IN THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT
6,11 SEVERABILITIY. ANY ARTICLE, SECTION, SUBSECTION OR OTHER SUBDIVISION OF
THIS AGREEMENT WHICH IS, OR BECOMES, ILLEGAL, INVALID OR UNENFORCEABLE SHALL BE
SEVERAL FROM THIS AGREEMENT AND BE INEFFECTIVE TO THE EXTENT OR SUCH ILLEGALITY,
INVALIDITY OR UNENFORCEABILITY AND SHALL NOT AFFECT OR IMPAIR THE REMAINING
PROVISIONS BEREAF ~R THEREOF.
6.12 ENTIRE AGREEMENT. THIS AGREEMENT CONSLITUTA DIE ENTIRE AGREEMENT BETWEEN
THE PASTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS, UNDAAXIINGS, NEGOTIATIONS AWL DISCUSSIONS, WHETHER ORAL OR WRITTEN,
OF THE PARTIE& THERE ARE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER
AGREEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, BETWEEN THE PARTIES IN
CONNECTION WITH THE SUBJECT NIAUN OF THIS AGREEMENT, EXCEPT AS SPECIFICALLY SET
FORTH HEREIN AND THEREIT
6.13 AMANEDMENT. THIS AGREEMENT MAY ONLY BE AMENDED, MODIFIED OR SUPPLEMENTED BY
A WRITTEN AGREEMENT SIGNAL BY ALL OF THE PARTIES TO SUCH AGREEMENT
6.14 WAIVER. NA WAIVER OF ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL BE
DEEMED TO CONSTITUTE A WAIVER OF ANY OTHER PROVISION (WHETHER OR NOT SIMILAR),
NOR SHALL SUCH WAIVER CONSTIWIE A WAIVER OR CONTINUING WAIVER UNLESS OTHERWISE
EXPRESSLY PROVIDED IN WRITING DULY EXECUTED BY THE PARTY TO BE BOUND THEREBY.
IN WITNESS WHEREOF THIS AGREETNR~UT HAS BEEN EXECUTED BY THE PARTIES AS
OF THE DATE FIRST ABOVE WRITTEN.
The Vendors
SIGNED, SEALED AND DELIVERED IN ) SNET COMMUNICATIONS (UK) LIMITED
THE PRESTP4CE OF;
WITNESS:
ADDRESS: Authorized Signatory
SIGNED, SEALED AND DELIVERED IN
THE PRESENCE OF:
WITNESS:
ADDRESS: Ting Kan Nok
SIGNED, SEALED AND DELIVERED IN THE
PRESENCE OF:
WITNESS:
ADDRESS: Li Wei Man
The Purchaser
SIGNED, SEALED AND DELIVERED IN CATHAYONLINC TECHNOLOGIES
THE PRESENCE OF; (KONG KONG) LIMITED
WITNESS:
ADDRESS: Authorized Signatory