Stock Purchase Agreement - Hainan Guilinyang State Farm, Hainan Zhongwei Agricultural Resources Co. Ltd., Hainan Sundiro Motorcycle Co. Ltd.
STOCK PURCHASE AGREEMENT
by and between
HAINAN GUILINYANG STATE FARM
AND
HAINAN ZHONGWEI AGRICULTURAL RESOURCES CO., LTD.
with respect to 28,000,000 Legal Person Shares, representing 5.3% of the total
issued and outstanding share capital of
HAINAN SUNDIRO MOTORCYCLE COMPANY LTD.
<PAGE>
This Stock Purchase Agreement is made and entered into by and between :-
(1) Hainan Guilinyang State Farm (the "Seller") with its registered office
situated at Lingshan, Qiongshan City, Hainan Province 571100. Mr. Lin Shiluan as
its legal representative; and
(2) Hainan Zhongwei Agricultural Resources Co., Ltd. (the "Purchaser") with its
registered office situated at 6th Floor, Hongyun International Hotel, No. 13
Haixiu Street, Haikou City, Hainan Province 570206. Mr. Wang Faren as its legal
representative.
WHEREAS the Seller owns 142,464,000 Legal Person Shares of Haina Sundiro
Motorcycle Company Ltd. ("Sundiro") and desires to sell and the Purchaser
desires to purchase part of such stock.
WHEREBY it is now agreed as follows:-
ARTICLE I
SALE OF SHARES
1.1 The Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Seller Legal Person Shares owned by the Seller and all of the
rights and interests of the Seller therein and thereto at the Effective Date of
this Agreement on terms and subject to the conditions set forth in this
Agreement.
1.2 The Seller owns 142,464,000 Legal Person Shares of the Company. The number
of shares to be sold to the Purchaser (the "Shares") is Twenty Eight Million
(28,000,000) Legal Person Shares, par value RMB1 per share, which constitutes
approximately 5.3% of the total issued and outstanding share capital of the
Company.
ARTICLE II
PURCHASE CONSIDERATION
2.1 The total purchase consideration for the Shares under this Agreement is
Renminbi Yuan One Hundred and Forty Million (RMB140,000,000) (the "Purchase
Consideration").
2.2 The Purchase Consideration shall become payable to an account designated by
the Seller within 30 days after the completion of the registration of transfer
of shares in the Shenzhen Stock Exchange Registration Company Ltd. (the
"Registration Company").
2.3 The Seller shall give a notice to the Purchaser within 15 days after the
completion of registration of transfer of shares as set forth in Article 2.2,
designating its account for the payment of the Purchase Consideration by the
Purchaser.
2.4 Notwithstanding any other provisions of this Agreement, at any time before
the Purchaser makes payment of the Purchase Consideration, the Purchaser shall
be entitled to set off part or total Purchase Consideration with any amount due
or not, owed by the Seller to the Purchaser. Upon the issuing of notice of such
set-off by the Purchaser to the Seller, the set-off shall take effect whereby
the Purchaser shall be released from payment of the Purchase Consideration and
the Seller shall be released from its debt to the Purchaser within the amount
being set off.
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller is hereby represents and warrants to the Purchaser as follows:
3.1 The Seller is a legal person duly organized and validly existing under the
laws of the People's Republic of China. The Seller has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
3.2 The Company is listed on the Shenzhen Stock Exchange and as of the date of
this Agreement, its listing status has not been terminated, withdrawn, suspended
or restricted.
3.3 The Shares are duly authorized, validly issued, outstanding, fully paid and
nonassessable. The Seller owns the Shares free and clear of all liens, security
interests, pledges or encumbrances of any kind.
3.4 The execution and delivery by the Seller of this Agreement do not and the
performance by the Seller of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of assoication or other comparable corporate charter
documents of the Seller or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the Seller
or the Company or any of their respective assets and properties.
3.5 The total number of shares of the Company owned by the Seller shall not be
below 142,464,000 shares and be in conformity with the representations and
warranties made in Article 3.3 herein from the Effective Date of this Agreement
to the completion of registration of transfer of Shares with the Registration
Company.
3.6 The Seller shall disclose all information to its knowledge about the Company
which may cause the price of the Shares to move down at the Effective Date of
this Agreement other than information already made available and accessible to
the public.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Purchaser as follows:
4.1 The Purchaser is a legal person duly organized and validly existing under
the laws of the People's Republic of China . The Purchaser has full corporate
power and authority to execute and deliver this Contract and to perform its
obligations hereunder.
4.2 The execution and delivery by the Purchaser of this Agreement do not and the
performance by the Purchaser of its obligations under this Agreement will not:
(a) conflict with or result in a violation or breach of any of the
certificate or articles of incorporation or other comparable corporate charter
documents of the Purchaser or the Company;
(b) conflict with or result in a violation, default or breach, as
applicable, of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award or contract or agreement applicable to the er or
the Company or any of their respective assets and properties.
ARTICLE V
EFFECTIVENESS OF THE AGREEMENT
5.1 This Agreement shall become binding and effective upon execution by both the
Seller and the Purchaser ("Effective Date").
5.2 Before the Effective Date of this Agreement, any rights and interests
related to the Shares shall be enjoyed by and, any obligations and liabilities
related to the Shares be undertaken by, the Seller.
5.3 The Seller agrees to assist the Purchaser to procure the formal ownership of
the Shares so as to enjoy all rights and interests and to undertake all
obligations and liabilities as a shareholder of the Company through the
completion of the registration of transfer in the Registration Company.
5.4 After the Effective Date of this Agreement, any rights and interests related
to the Shares shall be enjoyed by and any obligations and liabilities shall be
undertaken by the Purchaser except obligations or liabilities arising out of any
negligence or fault of the Seller before the completion of registration which
shall be undertaken by the Seller.
5.5 From the Effective Date of this Agreement to the completion of registration
of transfer:
(1) unless under the written instruction of the Purchaser otherwise,
the Seller shall take all necessary actions to exercise the rights entitled
under the Shares including rights to receive bonus stock, dividend and stock
issue through capitalization of reserves, rights to participate in all right
issues and their subsequent transfer and listing of Shares and all other rights
and shall not waive any of the rights and interests entitled by the Shares, for
and on the benefit of the Purchaser.
The Seller shall give at least three (3) days advance notice to the
Purchaser before it takes any of the aforesaid action.
Any expenses and costs incurred in relation to the aforesaid action
shall be borne by the Purchaser and paid by the Seller in advance.
(2) Any of the liabilities incurred other than the liabilities
undertaken by the Purchaser in accordance with 5.4 (1) herein shall be
undertaken by the Seller.
ARTICLE VI
REPORT, PUBLIC ANNOUNCEMENT AND REGISTRATION
6.1 The sale of Shares under this Agreement shall be reported in writing to the
Company, Shenzhen Stock Exchange, Securities Administration Office of Hainan
Province and China Securities Supervision Commission.
6.2 Both parties hereto shall make public announcement separately in one of the
newspapers published nationwide and designated by the China Securities
Supervision Commission according to the Standard promulgated by the China
Securities Supervision Commission. Each party shall pay its own expenses related
to such announcement.
6.3 Both parties hereto shall make registration of transfer in the Registration
Company jointly within Fifteen (15) days from the Effective Date of this
Agreement. The parties shall tender the following documents to the Registration
Company: (1) identification certificate of person in charge of application for
registration (2) power of attorney of each party (3) this Stock Purchase
Agreement (4) other necessary documents for the registration. Each party shall
pay its own expenses related to such action.
ARTICLE VII
MISCELLANEOUS
7.1 This Agreement supersedes all prior discussion and agreements between the
parties hereto with respect to the subject matter hereof and contain the sole
and entire agreement between the parties hereto with respect to the subject
matter hereof.
7.2 The applicable law of this Agreement is the laws of the People's Republic of
China.
7.3 The heading used in this Agreement have been inserted for convenience of
reference only and do not define or limit the provision hereof.
7.4 This Agreement may be executed in any number of identical counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
Dated this 29th day of December, 1997
The Seller:
Hainan Guilinyang State Farm
By: /s/Lin Shiluan
---------------------------------------
Lin Shiluan
The Purchaser:
Hainan Zhongwei Agricultural Resources Co., Ltd.
By: /s/Han Jianzhun
----------------------------------------
Han Jianzhun