EXHIBIT 2.2
SHARE PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into effective as
of January 26, 2003, by and between Comp Hotel International Limited
(hereinafter "Comp Hotel International"), a corporation registered in the
British Virgin Islands, and Waywood Investment Limited (hereinafter "Waywood"),
a corporation registered in the British Virgin Islands. Each of Comp Hotel
International and Waywood is also referred to as a "Party", collectively the
"Parties".
RECITALS
WHEREAS, Waywood is the beneficial owner and holds of record one hundred percent
(100%) of the shares of capital stock of Norton Industries Corp. (hereinafter
"Norton"), a corporation registered in the State of Delaware, the United States
of America;
WHEREAS, Comp Hotel International desires to purchase certain number of shares
of capital stock of Norton, upon consummation of which Comp Hotel International
will own eighty five percent (85%) of the capital stock of Norton;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein
made and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
1) TERMS
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a) Capitalization of Norton. Immediately prior to the closing of the
transaction contemplated hereby, Waywood holds of record five million
(5,000,000) shares, constituting one hundred percent (100%), of the capital
stock of Norton. As the sole shareholder of Norton, Waywood will transfer to
Comp Hotel International four million two hundred fifty thousand (4,250,000)
share of capital stock of Norton (hereinafter "Norton Shares"). Upon
consummation of the transaction, Comp Hotel International and Waywood will hold
eighty five percent (85%) and fifteen percent (15%) of the capital stock of
Norton, respectively.
b) Consideration. In consideration for the issuance, transfer and
acquisition of the Norton Shares, Comp Hotel International agrees to pay
Waywood an aggregate consideration of forty-two thousand five hundred U.S.
dollars (US$42,500) (the "Purchase Price").
c) Legend. Upon issuance thereof, and until such time as the same is no
longer required under the applicable requirements of the Securities Act, the
Norton Shares (and all securities issued in exchange or substitution therefor)
shall bear the following legend or such other legend as may be appropriate
with respect to the Norton Shares to be resold:
"THE SECURITIES EVIDENCED HEREBY WERE ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM."
d) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall occur upon execution and delivery of this
Agreement by the Parties, together with all documents, instruments, and
agreements referred to herein by the respective parties referred to in such
documents, instruments, and agreements. The date on which the Closing
occurs shall be referred to as the "Closing Date".
2) Deliveries at the Closing.
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a) Waywood's Obligations at Closing. At the Closing, Waywood will:
i) Deliver or cause to be delivered to Comp Hotel International a
stock certificate or stock certificates representing and evidencing the
Norton Shares, endorsed in blank or accompanied by duly executed assignment
documents or stock powers sufficient to transfer good and marketable title
to the Norton Shares to Comp Hotel International; and
ii) Execute and deliver this Agreement and all other documents,
instruments, and agreements referred to herein or contemplated hereby.
b) Comp Hotel International's Obligations at Closing. At the Closing, Comp
Hotel International will:
i) Transfer or cause to be transferred the Purchase Price in
immediately available funds to Waywood; and
ii) Execute and deliver this Agreement and all other documents,
instruments, and agreements referred to herein or contemplated hereby.
3) REPRESENTATIONS AND WARRANTIES
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a) Representations and Warranties of Waywood. Waywood hereby represents
and warrants to Comp Hotel International that the statements contained in
this Section 3.a. are correct and complete as of the Closing Date.
Notwithstanding Comp Hotel International's due diligence investigation of
Waywood, Comp Hotel International may rely on the representations and
warranties contained in this Section 3.a.
i) Organization of Waywood. Waywood is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation.
ii) Authorization of Transaction. Waywood has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder.
iii) Validity of the Norton Shares. The Norton Shares, when issued
will be clear of any liens, claims and other encumbrances. Waywood is not a
party to any voting trust, proxy, or other agreement or understanding with
respect to the voting of any capital stock of Norton. All of the issued and
outstanding equity interests of Norton have been duly authorized and are
validly issued, fully paid and non-assessable.
iv) Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(a) violate any governing law or other restrictions of any governmental
authority to which Waywood is subject, or (b) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create
in any person the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license, permit,
governmental approval, certificate, instrument, or other arrangement to which
it is a party or by which it is bound or to which any of its assets or
properties is subject.
v) Broker's Fees. Waywood has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Waywood could become
liable or obligated.
vi) Disclosure. The representations and warranties contained in this
Section 3.a. do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 3.a. not misleading.
b) Representations and Warranties of Comp Hotel International. Comp Hotel
International hereby represents and warrants to Waywood that the statements
contained in this Section 3.b are correct and complete as of the Closing Date.
Moreover, notwithstanding Waywood's due diligence investigation of Comp Hotel
International, Waywood may rely on the representations and warranties
contained in this Section 3.b.
i) Organization of Comp Hotel International. Comp Hotel International is
duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
ii) Authorization of Transaction. Comp Hotel International has full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder.
iii) Restriction on Resale. Comp Hotel International understands that the
Norton Shares have not been registered for sale under the Securities Act of
1933, as amended, are being offered and sold to Comp Hotel International
pursuant to an exemption from registration under Section 4(2) of the Securities
Act.
iv) Undertaking. Comp Hotel International hereby undertakes that,
following the consummation of the transaction contemplated hereby, it will make,
or cause to be made, all necessary filings, and take all other steps necessary
to remain a reporting company under the Exchange Act of 1934, as amended.
v) Noncontravention. Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will (a) violate
any governing law or other restrictions of any governmental authority to which
Comp Hotel International is subject, or any provision of its charter or bylaws,
or (b) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any person the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, permit, governmental approval, certificate, instrument, or other
arrangement to which Comp Hotel International is a party or by which it is bound
or to which any of its assets or properties is subject.
vi) Broker's Fees. Comp Hotel International has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which Comp Hotel
International could become liable or obligated.
vii) Disclosure. The representations and warranties contained in this
Section 3.b. do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 3.b. not misleading.
4) MISCELLANEOUS
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a) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
b) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and assigns. No Party may assign this Agreement or any of its rights,
interests, or obligations hereunder without the prior written consent of the
other; provided, however, that such consent shall not be unreasonably withheld.
c) Counterparts. This Agreement may be executed by facsimile signature and
in one or more counterparts, each of which shall be deemed an original but all
of which together will constitute one and the same instrument.
d) Headings. The section headings contained herein are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
e) Applicable Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of Hong Kong without giving effect to any
choice or conflict of law provision or rule (whether of Hong Kong or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than Hong Kong.
f) Amendments and Waivers. No amendments of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Parties.
No waiver by any Party of any default, misrepresentation, or breach of warranty
or covenants hereunder, whether intentional or not, shall be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder to affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
g) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any state or jurisdiction shall not affect
the validity or enforceability of the remaining terms and provision hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other state or jurisdiction.
h) Expenses. Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.
i) Construction: Official Version. The Parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship
of any of the provisions of this Agreement.
j) Specific Performance. Each of the Parties acknowledges and agrees that
the other Party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each of the Parties agrees that the other
Party shall be entitled to an injunction or injunctions to prevent breach of
the provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court of Hong
Kong, in addition to any other remedy to which they may be entitled, at law
or equity.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on
the date first above written.
Waywood Investment Limited Comp Hotel International Limited
By: __________________________ By: ______________________________
Title: ______________________________ Title: __________________________