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Title: |
Sale and Purchase Agreement |
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Date: |
2004 |
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Preview shows 8KB of 54KB total |
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$39 |
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ID: |
#1240114 |
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DATED THE 3RD DAY OF OCTOBER 2003
JITTER BUG HOLDINGS LIMITED
(as "Vendor")
and
THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1
(as "Purchasers")
and
NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
----------------------------------------------------------
SALE AND PURCHASE AGREEMENT
RELATING TO SHARES IN
NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED
(THE "COMPANY")
--------------------------------------------------------
LI & PARTNERS
[Name in Chinese]
22/F., World Wide House, Central, Hong Kong
[Name in Chinese]
Tel\[Name in Chinese]: (852)2501 0088 Fax\[Name in Chinese]: (852)2501 0028
Our Ref :RL/GS/1710(1)/03
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Title Page No.
----- --------
<S> <C>
1. INTERPRETATION.................................................... 1
2. SALE AND PURCHASE OF THE SALE SHARES.............................. 4
3. CONSIDERATION..................................................... 4
4. COMPLETION ....................................................... 4
5. VENDOR'S UNDERTAKINGS............................................. 6
6. VENDOR'S WARRANTY OF PROFITS...................................... 6
7. PURCHASERS' RIGHTS ............................................... 7
8. QUALIFIED IPO .................................................... 8
9. DIVIDEND POLICY................................................... 8
10. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS...................... 9
11. COSTS AND EXPENSES................................................ 9
12. RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS................... 9
13. NOTICES .......................................................... 10
14. GENERAL .......................................................... 12
15. SEVERANCE ........................................................ 12
16. FORCE MAJEURE..................................................... 13
17. PREVALENCE OF AGREEMENT........................................... 13
18. LEGAL REPRESENTATION.............................................. 13
19. GOVERNING LAW AND JURISDICTION.................................... 13
20. COUNTERPARTS...................................................... 13
SCHEDULE 1 -- THE PURCHASERS..................................... 18
SCHEDULE 2 -- PARTICULARS OF THE PRC SUBSIDIARIES................ 19
SCHEDULE 3 -- FORM OF SHAREHOLDERS' AGREEMENT.................... 19
SCHEDULE 4 -- WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS....... 25
</TABLE>
i
<PAGE>
THIS AGREEMENT is made on the 3rd day of October 2003.
BETWEEN:
(1) JITTER BUG HOLDINGS LIMITED, a company incorporated in the British Virgin
Islands, having its registered office at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands ("the
VENDOR");
(2) THE PERSONS WHOSE PARTICULARS ARE SET OUT IN SCHEDULE 1 (collectively, the
"PURCHASERS" and individually, a "PURCHASER"); and
(3) NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED, a company incorporated in
the Cayman Islands with limited liability, having its registered office at
Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George
Town, Grand Cayman, British West Indies, and its principal place of
business in Hong Kong at Units 2502-3 Worldwide House, 19 Des Voeux Road
Central, Hong Kong (the "COMPANY").
WHEREAS:
(a) The Company has, as at the date hereof, an authorized share capital of
HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each.
(b) Following the Initial Group Reorganization, the Company has an issued
share capital of HK$550,000, divided into 5,500,000 Shares of HK$0.10
each, all of which have been issued and credited as fully paid.
(c) As at the date hereof, the Vendor is the legal and beneficial owner, free
from all charges, liens and other encumbrances, of the Sale Shares.
(d) The Purchasers have agreed to purchase the Sale Shares from the Vendor on
the terms and subject to the conditions set out in this Agreement.
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 In this Agreement, including the Recitals, the following expressions shall
have the following meanings except where the context otherwise requires -
"Articles" the articles of association of the Company as
the same may be amended from time to time;
"Board" the board of directors of the Company;
1
<PAGE>
"Completion" the completion of the sale and purchase of
the Sale Shares pursuant to the terms of this
Agreement;
"Completion Date" 13 October 2003 (or such other date as the
parties hereto may agree in writing);
"Directors" the directors for the time being of the
Company and "Director" means any of them;
"Group" the Company and its subsidiaries;
"HK$" the lawful currency of HKSAR;
"HKSAR" Hong Kong Special Administrative Region of
the PRC;
"Initial Group Reorganization" the group reorganization involving the
Company entering into a sale and purchase
agreement with the Vendor, pursuant to which
the Company acquired all the issued shares of
Ixworth Enterprises Limited (which is an
investment holding company holding the PRC
Subsidiaries) from the Vendor in
consideration of the Company issuing
5,499,999 consideration shares, credited as
fully paid, to the Vendor and crediting as
fully paid at par the 1 Share issued nil paid
by the Company to the Vendor on 7 May 2002;
"IPO" the initial public offering of the Shares on
the Main Board of the Stock Exchange;
"Memorandum" the memorandum of association of the Company
as the same may be amended from time to time;
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