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股份收购协议 本协议签订于2004年11月30日， 鉴于： 双方就此达成如下协议： 以下是本协议双方在本协议最初提到的日期所提供的签字。特此为证。 签字人：卖方的合法代表A，其香港的身份证号码为No. D061356(9) 买方的代表人B 卖方已收到50,000.00港币的股份收购押金
各股东在策略旅运公司的持股情况 股东名称 股份数量 股份比例(%) 500,000 100 THIS AGREEMENT is made the 30th day of November 2004 BETWEEN (1) YOTRAO HASHIDA, NG SUK FUN HERA, NG CHUN LEUNG FRANCIS, WONG YUET MEI 和 NG CHU KWAN BENJAMIN all of ROOMS 302-3, Lee Wai Commercial Building, Nos. 1 to 3A, Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (hereinafter collectively referred to as “the Seller”) of the one part and; (2) POPULAR FUND ASIA LIMITED whose registered office is at Room, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong (hereinafter referred to as “the Purchaser”) of the other part. WHEREAS: 1. TACTICS TRAVEL LIMIT (hereinafter referred to as “the Company”) is a company incorporated in Hong Kong under the Companies Ordinance (Cap. 32, Laws of Hong Kong) which operates travel related business under the Travel agents License No. 352742. 2. The Seller are the shareholders and directors of the company the respective shareholdings thereof are set out more particularly in the 1st Schedule hereto. 3. The Seller is now desirous to sell the shares of the company( the Shares” ) to the purchaser and the Purchaser is desirous to buy the seme from the Seller for the terms and conditions as hereinafter set forth. IT IS NOW AGREED BETWEEN THE PARTIES AS FOLLOWS: 1.AGREEMENT FOR SALE AND PURCHASE OF TH SHARES The Seller agrees to sell and the Purchaser agrees to buy the Shares held by the Seller which represents 100% of the Share Capital of the Company at the consideration as more particularly set out in Clause 2 hereof. 2. Consideration (a) The consideration for the sale and purchase of the Shares is HK$100,000.00 plus the Company’s net equity, namely the share capital plus or minus the amount of profit or loss as of 31st October 2004 based on an auditor’s report( the Audit Report), certificated Public accountant, as more particularly referred to in Clause 4 (d) and (e) hereto. (b) The said consideration is paid in the following manner: (i) a deposit of Hk$50,000.00 shall be paid forthwith upon signing of this agreement; (ii) The balance shall be paid upon Completion of the said sale and purchase transaction of the shares of the Company. 3. COMPLETION The Completion shall not be of later than 21 days from the date signing of this agreement the exact date to be comfirmed by the parties hereto in writing three (3) daus prior to the actual Completion Date PROVIDED THAT the said Completion Date may be postponed by mutual agreement in writing between the parties hereto. 4.THE SELLER’S WARRANTY AND UNDERTAKING The Seller hereby warrants and undertakes that: (a) The Seller has the right to sell assign or otherwise transfer the shares free from encumbrances; (b) The Seller shall use their best endeavour to duly procure the execution of all the necessary instruments or documents for the taking effect of the sale and purchase of the shares and the proper transfer of ownership of the shares from the Seller to the Purchaser. (c) The Seller shall fully disclose the liabilities commitments contigencies of and all the contracts and agreements made by the company prior to the signing of this Agreeement. (d) The Seller shall submit the management financial accounts to the Auditor within 2 days upon the receipt of the said management financial accounts. 5.PROFESSIONAL FEES (a) The Seller agrees to bear half of the audit fee in relation to the preparation of the Auditor Report PROVIDED THAT the sum so borne by the Seller shall not in any event exceed HK$4,000,00. (b) The Seller and the Purchaser shall bear its own legal fee in relation to the drafting and approval of this Agreement. For the Avoidance of doubt, all the legal fees charged or to be charged by Messrs. Kong & Chang shall be solely borne by the Purchaser. 6. TENANCY AGREEMENT FOR THE PREMISES AT LEE WAI COMMERCIAL BUILDING (a) both parties hereto hereby acknowledge that the company has enterred into a Tenancy Agreement as the tenant in respect of the premises known as Rooms 302-3, Lee Wai Commercial Building, No. 1-3A Hart Avenue Tsimshatsui, Kowloon which will expire on 31st January 2006. (b) The Seller shall, as a condition precedent to this Agreement, procure the Landlord of the said premises to: (i) ente into an agreement for the early termination of the said Tenancy Agreement on 28th February 2005; (ii) Arrange the residue of the term of the said Tenancy, namely, from 1st March 2005 to 31st January 2006, to be taken over by the assignee of the Company; and (iii) Forthwith refund the rental deposit to the Company. (c) The Purchaser agrees to pay: (i) half of the stamp duty involved in the seller’s assignment or transfer of the said Tenancy Agreement; and (ii) Hk$2,000,00 per month to the seller’s assignee as subsidy of the rental for the residue of the term of the said Tenancy Agreement or such earlier termination thereof as may be agreed between the landlord and the assignee, whichever is earlier. Payment of the said Hk$2,000,00 shall be made monthly upon the presentation of the relevant invoice by the seller’s assignee. 7. Bank Signatories Both parties hereto agree that the Company’s Authorized bank signatories prior to Completion of the sale and purchase of the Shares shall continue to be the authorized signatories of the Company to facilitate the daily operation of the Company including, inter alia, the payment to the supplier or settle other account payables PROVIDED ALWAYS that the use of the authorized signatures shall be in bona fide manner for the best interest of the Company. 8. FORFEITURE OR REFUND OF DEPOSITS (a) If due to the default of the Purchaser or the breach of any terms of this Agreement on the part of the purchaser which render this Agreement unable to be completed the Seller shall have to right to forfeit the Hk$50,000,00 deposit paid at the signing of this Agreement. (b) If due to the default of the Seller or the breach of any terms of this Agreement unable to be completed the Seller shall forthwith refund the HK$50,000.00 deposit and pay the Purchaser an additional Hk$50,000.00 as compensatin or damages for the said default or breach. 9. CONFIDENTIALITY No party to this Agreement shall except with the approval of the other party either during the term of this agreement or thereafter, except in the proper course of performing its obligations and duties under this Agreement, disclose or divulge to any person of any information concerning the business of the Company and the sale and pruchase of the shares. Both parties hereto shall also use their best endeavour to prevent the unauthorized disclosure of such information to any third parties. 10. NOTICE Save as hereinbefore expressly provided otherwise any notice requried to be givven hereinunder shall be sufficiently given to the Purchaser if forwarded by registered post recorded delivery telex or telegraph to the registered office of the Purchaser and shall be sufficiently given to the Seller if similarly forwarded to the following address, that is, Rooms 302-3, Lee Wai Commercial Building, Nos. 1 to 3A, Hart Avenue, Tsimshatsuidinary cour, Kowloon, Hong Kong. Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent. 11. WAIVER The waiver by the Seller or the Purchaser of any breach of any term of this Agreement shall not prevent subsequent enforcement of that term by the Seller or the Purchaser against each other and shall not be deemed a waiver of any subsequent breach. 12. ENTIRE AGREEMENT The Agreement embodies the entire aragreemetn between the parties hereto and therens are no promises terms conditions or obligations oral or written express or implied other than those contained herein. All previous agreements and arrangements if any made between the Seller and the Purchaser are hereby cancelled but without prejudice to any rights which have already accrued thereunder to either party. 13. HEAD NOTES The head notes are intended for guidance only and do not form part of this Agreement nor shall any of the provisions in this Agreement be construed or interpreted by reference thereto or in any way affected or limited thereby. 14.DEFINATIONS .Unless the context otherwise requires, words herein importing the masculine gender shall include the feminine and neuter gender and words herein in the singular shall include the plural and vice versa. 15.GOVERNING LAW This Agreement shall be construded and taken effect in accordance with the law of the Hong Kong Special Administrative Region and the parties hereto agree to submit themselves to the non exclusive jurisdition of the Hong Kong Court. AS WITNESS the hands of Parties hereto the day and year fist above written SIGNED BY NG SUK FUN HEAR, holder of Hong Kong Identity Card NO. D061356(9), the lawful respresentative of the Seller in the presence of : SIGNED BY Leung Ka May, Liza its director, on behalf of the Purchaser in the presence of: RECEIVED by the Seller the sum of Hk$50,000.00 being the deposit of the sale and purchase of the Shares Schedule 1 Respective shareholdings in Tactics Travel Limited Name of shareholders Nos of Shares Shareholdings(%) Yotaro Hashida 150,000 30 Ng Suk Fun Hera 100,000 20 Ng Chun Leung Francis 100,000 20 Wong Yuet Mei 100,000 20 Ng Chu Kwan Benjamin 50,000 10 500,000 100 |
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来自： woodhead6999 > 《业务》
