Attached files
| file | filename |
|---|---|
| 8-K - Wonder Auto Technology, Inc | v190474_8k.htm |
| EX-10.4 - Wonder Auto Technology, Inc | v190474_ex10-4.htm |
| EX-10.5 - Wonder Auto Technology, Inc | v190474_ex10-5.htm |
| EX-10.3 - Wonder Auto Technology, Inc | v190474_ex10-3.htm |
| EX-10.1 - Wonder Auto Technology, Inc | v190474_ex10-1.htm |
Exhibit
10.2
English
Summary of the Conditional Sale and Purchase Agreement
DATE: July 10,
2010
WONDER
AUTO LIMITED
(as
the Seller A)
And
YEARCITY
LIMITED
(as
the Seller B)
And
JIN
YING LIMITED
(as
the Buyer)
CONDITIONAL
SALES AND PURCHASE AGREEMENT
re
4,015
Outstanding Shares of
APPLAUD
GROUP LIMITED
Index
|
Clause No.
|
Headings
|
||
|
1
|
Interpretation
|
||
|
2
|
Purchase
and Sales of Shares
|
3
|
|
|
3
|
Pre-conditions
|
||
|
4
|
Consideration
|
3
|
|
|
5
|
Completion
of Transaction
|
4
|
|
|
6
|
Warranties
& Covenants
|
5
|
|
|
7
|
Confidentiality
|
5
|
|
|
8
|
Other
Warrants
|
5
|
|
|
9
|
Notification
|
5
|
|
|
10
|
Time
and No Waiver
|
6
|
|
|
11
|
Partial
Default
|
6
|
|
|
12
|
Revision
|
6
|
|
|
13
|
Consignment
|
||
|
14
|
Integration
of Agreement
|
7
|
|
|
15
|
Cost,
Expense and Taxes
|
7
|
|
|
16
|
Duplicates
|
7
|
|
|
17
|
Governing
Law, Jurisdiction and Receiving Agent
|
7
|
|
|
18
|
Common
and Individual Responsibility
|
||
|
Attachment
I –Description of the public company
|
|||
|
Attachment
II –Description of the company
|
|||
|
Attachment
III- Relevant Warranties
|
|||
This
Agreement is signed by the Parties below on the 10th day of July,
2010:
Between:
(1)(A)WONDER AUTO LIMITED, a company duly established
and existing under the laws of BVI, with registered office at P.O.Box957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
(hereinafter “Seller A”)
And
(B)YEARCITY LIMITED, a company duly established
and existing under the laws of BVI, with registered office at P.O.Box957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
(hereinafter “Seller B”), WATG and YEARCITY
LIMITED are collectively referred to as the “Sellers”
(2)JIN YING LIMITED, a company
duly established and existing under the laws of BVI, with registered office at
P.O.Box957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands (hereinafter “Buyer”)。
WHEREAS,
|
(i)
|
JINHENG
AUTOMOTIVE SAFETY TECHNOLOGY HOLDINGS LIMITED (“Listed Company”）, a company
established under the laws of Cayman Islands. As at the date of this
agreement, authorized capital of the listed company is 100,000,000HK
dollar and totally divided into 10,000,000,000 common stocks (“Shares of Listed Company”). With per value
of 0.01 and 476,548,888 stock shares, the company was listed on The Stock
Exchange of Hong Kong. The further details of the listed company are
attached to the Attachment I.
|
|
(ii)
|
Applaud
Group Limited (the “Company”), a company duly established and
existing under the laws of BVI, with registered office at P.O.Box957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands. As at the date of this agreement, the authorized capital of the
company is $50,000 and totally divided into 5,000,000 common stocks (the
“Company Shares”). With per value of 0.01 and 10,467 total of shares，of which (i)
Seller A has 2188 stock shares (the “Seller A Shares”); And (ii)
Seller B holds 1,827 shares (the “Seller B Shares”). The
Seller A Shares and Seller B Shares are collectively referred to as
the “Shares”. Further details
are listed in Annex 2. As at the date of this agreement, the Company
holds 231,530,000 stock shares of the Listed Company, constituting
approximately 48.58% of the total shares of the Listed
Company.
|
|
(iii)
|
Subject
to the terms and conditions of the Agreement, the Sellers agree to sell
and the Buyer agrees to buy the
Shares.
|
NOW,
THEREFORE, the Parties reached the following agreements:
1
1.
Definitions
|
1.1
|
Unless
otherwise set forth, the terms below shall have the meanings as set out
hereunder in the context of this Agreement (including its preface and its
appendixes):
|
|
“associate(s)”
|
has
the meaning ascribed thereto in the Listing Rules
|
|
“Business
Day(s)”
|
a
day on which licensed banks in Hong Kong are open for normal banking
business throughout their normal business hours (excluding Saturdays,
Sundays and public holidays)
|
|
“Completion”
|
completion
of the sale and purchase of the Shares in accordance with the terms and
conditions of this Agreement
|
|
“Completion
Date”
|
the
seventh (7th)
Business Days after all the conditions set forth in section 4.1 have been
fulfilled or such later date as the parties may agree in
writing)
|
|
“Lien”
|
referring
to all liens, encumbrance, pledge, priority, guarantee and other various
liabilities in connection of the abovementioned
agreements
|
|
“Hong
Kong”
|
the
Hong Kong special admin. zone of China
|
| “Jinheng BVI” |
Jinheng
(BVI) Ltd., a company established under the laws of the PRC with limited
liability, an wholly-owned subsidiary of the Listed
Company
|
|
“Jinheng
BVI Agreement”
|
the
agreement signed by and between the Listed Company as the seller and Vital
Glee Development Limited as the buyer for selling of all
outstanding shares of Jinheng BVI owned by the Listed
Company
|
|
“Consistent
Act Person”
|
the
meaning is set forth in the acquisition rules
|
|
“Listing
Rules”
|
the
rules governing the listing of securities on the stock
exchange
|
|
“China”
|
P.R.
China (for purpose of this agreement, excluding Hong Kong and
Macao)
|
|
“SEC”
|
the
SEC of Hong Kong Stock
Exchange
|
2
|
“Acquisition
Rule”
|
the
acquisition rules prevailing in Hong Kong
|
|
“This
Agreements”
|
The
agreement set forth for the selling and purchasing of the selling
shares
|
| “Relevant Warranties” |
The
warranties listed in Attachment III regarding the descriptions, warranties
and convents stipulated in this Agreement
|
|
“HK$”
|
means
Hong Kong dollars, the lawful currency of Hong Kong;
and
|
|
“US$”
|
means
United States Dollars, the lawful currency of the United States of
America.
|
|
“%”
|
per
cent.
|
|
1.2
|
Except
otherwise defined, all terms in this Agreement have the same meaning
stipulated.
|
|
1.3
|
The
title of this Agreement has no influence to nature of this
Agreement.
|
|
1.4
|
Any
insertion of contents and clauses of this Agreement shall not have the
same legal effect as this
Agreement.
|
|
1.5
|
Except
otherwise stipulated, any clause, table or appendix is referred to from
this Agreement.
|
|
1.6
|
The
regulations, rules and other laws are in connection with the timely
updates of themselves.
|
2.
Purchase and Sales of
Shares
|
2.1
|
Subject
to the terms of this Agreement, the Sellers agree to sell and the Buyer
agrees to buy the Shares. The Shares shall be subject to no
Lien.
|
|
2.2
|
Unless
all Shares are sold at the same time, the Seller has no obligation to sell
any Shares.
|
|
3.
|
CONSIDERATION
|
|
3.1
|
The
total consideration for the Shares is HK$162,000,000, of which,
HK$88,282,940 will be paid to the Seller A and HK$73,717,060 will be paid
to the Seller B.
|
|
3.2
|
The
total consideration as set forth in clause 3.1 will be paid after the
Completion Date and within 10 Business Days after (i) the Company, as a
shareholder of the Listed Company receives the special cash dividend
according to the clause 4.1 in Jinheng BVI Agreement; and (ii) Buyer, as
the Company’s shareholder, shall have received the special cash dividend
distributed by the Company. The parties agree that no consideration will
be paid on the Completion Date.
|
3
|
3.3
|
The
parties hereby agree that the Sellers have no rights to the special cash
dividend distributed by the Company to its shareholders, and the special
cash dividend belong to the Buyer. As such, the record date for the
distribution of special cash dividend by the Company to its shareholders
shall be a date after the Completion
Date.
|
4.
Closing
Conditions
|
4.1
|
The
completion of the transactions contemplated by this Agreement is
conditional upon the satisfaction of the following
conditions:
|
|
|
(1)
|
the
Sellers, the Buyer and the Company have each received all necessary
consents and authorizations required for the sell of
Shares;
|
|
|
(2)
|
all
condition precedents for the Jinheng BVI Agreement have been satisfied
(except for the condition that this Agreement shall become
unconditional);
|
|
4.2
|
The
Sellers and the Buyer shall use its best efforts to cause the satisfaction
of the conditions set forth in clause 4.1 above, including provision of
all necessary documents and materials to the Listed Company, the SEC, Hong
Kong Stock Exchange and other government
agencies.
|
|
4.3
|
If
the above conditions have not been satisfied on or before September 30,
2010 or such later date as the parties may agree in writing (except for
clauses 7, 9, 15, 17 and 18), this Agreement will be terminated, in which
case, either party shall be liable to the other party except for any
breach occurred before the
termination.
|
|
5.
|
Completion
of Transaction
|
5.1 Closing
shall take place on or before 5pm (or other dates designated by the Buyer) on
the date of satisfaction of all the conditions set forth in Clause 4.1. The
closing of this Agreement shall be held simultaneously with the closing of the
Jinheng BVI Agreement.
|
5.2
|
The
following documents shall be delivered by the Seller to the
Buyer:
|
|
(1)
|
documents
for the transfer of the Shares to the Buyer signed by the
Seller;
|
|
|
(2)
|
other
documents relevant to the transfer of the interest of the
Shares;
|
|
|
(3)
|
the
registration and other corporate
documents;
|
|
|
(4)
|
the
record of corporation, shareholder list, directors list, and other
documents in related with this
transaction;
|
|
|
(5)
|
the
resignation letter of Qingjie Zhao as director of the Company, and the
resignation letter have been confirmed by both the Buyer and the
Seller;
|
|
|
(6)
|
the
resignation letter of Qingjie Zhao and Qingdong Zeng as directors of the
Listed Company, and the resignation letter have been confirmed by both the
Buyer and the Seller ;
|
4
|
|
(7)
|
the
copy of the Board meeting minutes signed by a director stipulated and the
approval of this Agreement, and authorizing one or more people (when
necessary) to sign this Agreement.
|
|
5.3
|
The
Seller shall urge the board of the Company to hold a board meeting and
approve the followings:
|
|
|
(1)
|
to
approve the transaction for the sale of the Shares to the
Buyer;
|
|
|
(2)
|
to
accept the requirements in clause 5.2(5) on resignation of all directors,
and
|
|
5.4
|
The
Buyer shall provide the following documents upon completion of the
transaction:
|
|
(1)
|
documents
for the transfer of the Shares to the Buyer signed by the
Buyer;
|
|
|
(2)
|
the
board resolution signed by a director of the
Seller;
|
|
5.5
|
In
case the Buyer could not meet the requirements stipulated in clause 5.4,
the Seller shall:
|
|
|
(1)
|
to
postpone the completion of the transaction up to 28 day,
or
|
|
|
(2)
|
to
implement its obligation regardless the default of the Buyer,
or
|
|
|
(3)
|
to
terminate this Agreement.
|
|
6.
|
Warranties
& Covenants
|
|
6.1
|
The
Seller testifies that the warranties stipulated in the Attachment III are
accurate and true.
|
|
7.
|
Confidentiality
|
|
7.1
|
Except
otherwise agreed by the other parties, or required by laws and
regulations, the Parties of this Agreement shall not make public
announcement, press release or other public disclosures
allowed.
|
|
7.2
|
No
disclosure of any information of this Agreement to persons other than the
persons involved in the preparation and implementation of this
transaction.
|
|
8.
|
Other
Warrants
|
|
8.1
|
The
Seller shall sign or urge other necessary person to provide warrants to
ensure the Buyer’s interests.
|
|
9.
|
Notification
|
|
9.1
|
All
related notifications shall be sent to the following
addresses:
|
5
To the Seller A： WONDER AUTO
LIMITED
|
add.
|
：
|
No.56,
Lingxi Avenue, Taihe District,
Jinzhou
City, Lioaning Province, China
|
|
fax
|
：
|
+86
416 5180163
|
|
attn
|
：
|
The
Board
|
To the Seller B： YEARCITY
LIMITED
|
add.
|
：
|
No.56,
Lingxi Avenue, Taihe District,
inzhou
City, Liaoling Province, PR China
|
|
fax
|
：
|
+86
416 5180163
|
|
attn
|
：
|
The
Board
|
To the Buyer： Jinheng
Auto Safety Technology Holdings Limited
|
add.
|
：
|
Unit
605, 6/F, Beautiful Group Tower, 74-77,
Connaught
Road Central, Central,
Hong
Kong
|
|
fax
|
：
|
852-2542
0280
|
|
attn
|
：
|
Tianzhong
Fu
|
|
9.2
|
All
notifications shall be delivered to the indicated addresses by (i) post
mail, (ii) personal delivery, and (iii)
fax.
|
|
9.3
|
The
Seller irrevocably appoints Mr. Tianzhong Fu to receive all documents and
notifications of this transaction.
|
|
10.
|
Time
and No Waiver
|
|
10.1
|
Time
is of essence in this Agreement, while no delay or waiver of obligations
of the other party in case of one party no implementation or delay its
implementation of this Agreement.
|
|
11.
|
Partial
Default
|
|
11.1
|
The
effectiveness, validity and enforceability of other clauses in this
Agreement shall not be swayed by any jurisdiction
changes.
|
|
12.
|
Revision
|
|
12.1
|
No
revision, supplement or change shall be made unless signed by both parties
of this Agreement.
|
6
|
13.
|
Transfer
|
|
13.1
|
No
party to this agreement can transfer its rights or obligations under this
Agreement without pre-approval of the other
party.
|
|
14.
|
Integrate
of Agreement
|
|
14.1
|
This
Agreement is the final in replace any previous contracts, arrangements,
statements or transactions between the
parties.
|
|
15.
|
Cost, Expense and
Taxes
|
|
15.1
|
The
parties agreed to bear its own expenses incurred during the preparation,
discussion and implementation of this
Agreement.
|
|
15.2
|
The
taxes applied to the transaction under this Agreement shall be borne by
the Seller and The Buyer itself.
|
|
16.
|
Duplicates
|
|
16.1
|
This
Agreement may be duplicated in any amount for signature. And all signed
copies shall be deemed as parts of the integration of this
Agreement.
|
|
17.
|
Governing
Laws and Jurisdictions
|
|
17.1
|
This
Agreement is governed by Hong Kong
laws.
|
|
17.2
|
All
parties of this Agreement is under the jurisdiction of Hong Kong
Court.
|
18
Joint and individual responsibility
18.1 The
seller must take jointly and individually responsibility of the
Agreement.
7
Attachment
I
Details of Listed
Company
|
Company
|
:
|
Jinheng
Automotive Safety Technology Holdings Limited
|
|
|
Register
|
:
|
British
Cayman Islands
|
|
|
Registration
No.
|
:
|
133219
|
|
|
Funding
Date
|
:
|
February
24, 2004
|
|
|
Register
Office
|
:
|
Cricket
Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands
|
|
|
Register
Capital
|
:
|
HK$100,000,000.00
divided to 10,000,000,000 shares with HK$0.01 par value
|
|
|
Outstanding
Capital
|
:
|
HK$4,765,488.88
divided to 476,548,888 shares with HK$0.01 par value
|
|
|
Sharehold
|
:
|
name
|
ownership
|
|
Applaud
Group Limited
|
48.58%
|
||
|
others
|
51.42%
|
||
|
Director
|
:
|
Executive
directors:
Li
Feng, Xing Zhanwu, Zhao Qingjie, Yang Donglin, Fu Tianzhong
Non-executive
directors:
Li
Hongwei, Zeng Qingdong
Independent
directors:
Xu
Hongqun, Huang Shilin, Zhu Tong
|
|
|
Main
Business
|
:
|
Design,
R&D, manufacture and sales of auto safety airbag
system
|
|
Attachment
II
Company
Details
|
Company
|
:
|
Applaud
Group Limited
|
|
|
Register
|
:
|
British
Virgin Islands
|
|
|
Registration
No.
|
:
|
559246
|
|
|
Funding
Date
|
:
|
September
8, 2003
|
|
|
Register
Office
|
:
|
P.O.
Box 957, Offshore Incorporations Center, Road Town, Tortola, British
Virgin Islands
|
|
|
Register
Capital
|
:
|
US$50,000.00
divided into 5,000,000 shares with US$0.01 par value
|
|
|
Outstanding
Capital
|
:
|
US$104.67
divided into 10,467 shares with US$0.01 par value
|
|
|
Shareholders
|
:
|
name
|
ownership
|
|
Wonder
Auto Limited
|
2,188
shares, 20.90%
|
||
|
Yearcity
Limited
Li
Feng
Xing
Zhanwu
Xu
Jianzhong
Li
Hong
Yang
Donglin
Cao
Feng
Zhao
Jiyu
|
1,827
shares, 17.46%
2,978
shares, 28.45%
726
shares, 6.94%
750
shares, 7.17%
852
shares, 8.14%
590
shares, 5.63%
139
shares, 1.33%
417
shares, 3.98%
|
||
|
Director
|
:
|
Li
Feng, Xing Zhanwu, Zhao Qingjie
|
|
|
Main
Business
|
:
|
Investment
|
|
Attachment
III
Relevant
Warranties
|
1.
|
Share
Disposal
|
|
1.1
|
The
seller is the registered and beneficial shareholder of the
Shares.
|
|
1.2
|
Except
otherwise stipulated in terms of this agreement, the Shares are not
subject to any mortgage, lien or
pledge.
|
2.
The
Seller
|
2.1
|
The
seller has capacity to sign of this Agreement and perform its obligations
under this agreement (include, not limited to, transfer to the Shares to
the Buyer)
|
|
2.2
|
Upon
signing of this agreement, all terms in this agreement shall be valid and
bonding to the parties of this
agreement.
|
3.
Miscellaneous
|
|
The
statements in the preface and the appendix are true and
accurate.
|
IN WITNESS thereof the
parties have executed this Agreement on the day and year first above
written
|
Seller A
|
||
|
Signed,
sealed and delivered by
|
)
|
|
|
For
and on behalf of
|
)
|
|
|
WONDER
AUTO LIMITED
|
)
|
|
|
in
the presence of:
|
)
|
|
|
/S/ CORPORATE SEAL
|
||
|
Seller B
|
||
|
Signed,
sealed and delivered by
|
)
|
|
|
For
and on behalf of
|
)
|
|
|
YEARCITY
LIMITED
|
||
|
in
the presence of:
|
)
|
|
|
/S/ CORPORATE SEAL
|
||
|
Buyer
|
||
|
Signed,
sealed and delivered by
|
)
|
|
|
For
and on behalf of
|
)
|
|
|
JIN
YING LIMITED
|
)
|
|
|
in
the presence of:
|
)
|
|
|
/S/ CORPORATE SEAL
|