EXHIBIT 10.1
Private and Confidential
Dated the 19th day of August 2002
WONG WOON TAK, SIMON
("the Purchaser")
and
PROTECTSERVE PACIFIC LIMITED
("the Vendor")
------------------------------------------------
SHARE SALE AGREEMENT
of
INFOTECH NETWORKS & CABLING LIMITED
-------------------------------------------------
Messrs. Richard Tai & Co.,
Solicitors,
Units 2005-9, China Merchants Tower,
Shun Tak Centre,
168-200 Connaught Road Central,
Hong Kong
Tel. : 22497777
Fax. : 21056077
Ref. : MIS/02-1199
SC/yl
SHARE SALE AGREEMENT
Date : 19th August, 2002
Parties :
(1) Mr. WONG WOON TAK, SIMON of Flat 4E, Block 16, Provident Centre, 51
Wharf Road, North Point, Hong Kong. (" the Purchaser ")
(2) PROTECTSERVE PACIFIC LIMITED with registered office at 1101-2, 11th
Floor, 148 Electric Street, North Point, Hong Kong ("the Vendor ").
WHEREAS :-
1. The Vendor is a company incorporated in Hong Kong, engaged in the
business of developing and marketing the web-based Surveillance
Internet Monitoring Systems in the Greater China region and a wholly
owned subsidiary of the Link Group Inc.
2. INFOTECH NETWORKS & CABLING LIMITED whose registered office is situated
at 8th Floor, Mansion Industrial Building, SIL 739 A Kung Ngan,
Shaukiwan, Hong Kong ("Infotech"), is a company incorporated in Hong
Kong with an authorized capital of HK$2.00 divided into 2 ordinary
shares of HK$1.00 each which have been issued or subscribed and fully
paid up.
3. Infotech is a network solutions and equipment supplier specialising in
the computer data wiring especially in fiber optic installation and
systems consultancy services.
NOW IT IS AGREED AS FOLLOWS: -
1. Interpretation
--------------
1.1 In this Agreement, the following words and expressions have the
following meanings, unless they are inconsistent with the context: -
"Shares" the 2 ordinary shares of HK$1.00 each in the
capital of Infotech comprising the whole of its
authorized and issued/subscribed share capital;
and
"Closing" completion of the purchase of the Shares in
accordance with clause 4.
2. Agreement for sale
------------------
2.1 Subject to the terms and conditions of this agreement, the
Vendors shall sell the Shares with full title and guarantee
and the Purchaser shall purchase the Shares with all rights
attaching to them including any dividend bonus or other
distributions made declared after the date hereof and together
with all liens, charges, options and encumbrances and other
third party rights whatsoever.
2.2 Each of the Vendors hereby waives any pre-emption rights he
may have in relation to any of the Shares under the articles
of association of Infotech or otherwise.
3. Purchase consideration and shares cancellation
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3.1 The purchase price is HK$15,442,800 (Fifteen Million Four
Hundred Forty-Two Thousand and Eight Hundred HK Dollars)
comprising of CASH HK$1,200,000 (One Million and Two Hundred
Thousand) and 8,300,000 of The Link Group Inc shares valued at
US$0.22 (HK$1.716) to the Vendor. Cash has to be payable
according to the following schedule:
HK$400,000 Deposit upon signing
HK$200,000 On or before September 30, 2002
HK$200,000 On or before October 31, 2002
HK$200,000 On or before November 30, 2002
HK$200,000 On or before December 31, 2002
4. Closing
-------
4.1 Closing shall take place before August 30, 2002.
4.2 The Vendors shall deliver to the Purchaser
4.2.1 duly completed and signed transfers in favor
of the Purchaser or as it may direct in
respect of the Shares together with the
relative share certificates;
4.2.2 the resignation of the existing directors
and the secretary and all officers and/or
employees from their respective offices or
posts of Infotech with a written
acknowledgement from each of them that he
has no claim against Infotech in respect of
contract, compensation for loss of office,
redundancy, severance payment, long service
payment, statutory leave pay or unfair
dismissal or on any other grounds
whatsoever;
4.2.3 the statutory books of Infotech complete up-
to-date and its Certificates of
Incorporation;
4.2.4 written confirmation from the Vendors that
there are no subsisting guarantees or other
forms of securities given by Infotech;
4.2.5 such of the statutory, share certificate and
minute books of the Infotech, its rubber
chop, its Common Seal, Certificate of Incorp
-oration, Business Registration Certificate,
copies of its Memorandum and Articles of
Association, cheque books and books of
account (all complete and written up
immediately prior to completion), copies of
all tax return(s) filed, all correspondence
with Infotech's tax advisers and/or
auditors, all correspondence with the Inland
Revenue Department, all other information
and documents regarding Taxation, and all
current insurance policies and contracts
(if any) to which Infotech is a party as
shall not have been delivered to the
Purchaser prior to completion;
4.2.6 accounts of Infotech prepared by Infotech's
accountant for the period ending immediately
prior to completion and duly signed by the
directors of Infotech;
4.2.7 a board resolution of Infotech duly passed
validly approving the transfer of the Shares
from the Vendors to the Purchaser or persons
nominated by it and appointing the persons
nominated by the Purchaser as new directors
and secretary of Infotech;
4.2.8 all such other deeds, documents and instru-
ments, the Purchaser may require in order to
perfect the right, title and interest of the
Purchaser to and in the Sale Shares
4.2.9 the Completion Accounts.
5. Miscellaneous
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5.1 Any notice required to be given under this agreement shall be
deemed duly served if left at or sent by registered or
recorded delivery post (air mail where appropriate) to the
address specified in this agreement of the party to be served
or such other address as may have been last notified in
writing by or on behalf of such party to the other party
hereto. Any such notice shall be deemed to be served at the
time when the same is handed to or left at the address of the
party to be served and if served by post on the third day (not
being a Sunday or public holiday in the place where the
addressee is located) next following the day of posting.
5.2 This agreement shall be governed by and construed in all
respects in accordance with the laws of Hong Kong and the
parties hereby irrevocably submit to the none-exclusive
jurisdiction of the Hong Kong courts in relation to any
proceedings arising out of or in connection with this
agreement, but this agreement may be enforced in any other
courts of competent jurisdiction.
5.3 Any provision of this agreement prohibited by or unlawful or
unenforceable under any applicable law actually applied by any
court of competent jurisdiction shall, to the extent required
by such law, be severed from this agreement and rendered
ineffective so far as is possible without modifying the
remaining provisions of this agreement. Where, however, the
provisions of any such applicable law may be waived, they are
hereby waived by the parties hereto to the full extent
permitted by such law to the end that this agreement shall be
valid, binding and enforceable in accordance with its terms.
6. No Warranties, Representations, Undertakings and Indemnity
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6.1 The Purchaser agrees that the Vendor shall give no warranties,
representations, undertakings and indemnity in respect of the
affairs, accounts and financial matters, taxation, disputes
and litigation of Infotech.
6.2 The Purchaser acknowledges that he is fully aware of the
affairs of Infotech.
6.3 The Purchaser agrees to hold the Vendor harmless from all
claims, loss and damages and the Vendor shall not be liable
for all claims, proceedings, cause of action, benefits and
liabilities after June 30,2002.
IN WITNESS whereof the parties hereto have hereunto executed this agreement the
day and year first above written.
SEALED with the Common Seal )
)
of the Purchaser and SIGNED )
) /s/ Wong Woon Tak
by WONG WOON TAK )
(HK Identity Cards Nos. D016727(5) )
)
in the presence of :- )
/s/ Choi Choi Ling
CHOI Choi Ling
Solicitor, HKSAR
SEALED with the Common Seal )
)
of the Vendor and SIGNED )
)
by Protectserve Pacific Ltd ) /s/ Justin Kwei
)
)
in the presence of :- )
/s/ Choi Choi Ling
CHOI Choi Ling
Solicitor, HKSAR
INTERPRETED to the Vendors by :-