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China Resources - Aluminum Buy Sell Agreement 12-29-1997

AGREEMENT FOR THE SALE AND PURCHASE OF SHARE IN HAINAN ZHONGYA ALUMINUM COMPANY

LTD.

 

This Agreement is made and entered into by and between:

 

(1) First Goods and Materials Supply and Sales Corporation (the "Seller") with

its registered office situated at No.57 Haixiu Road, Haikou City, Hainan

Province with Mr. Chen Yu Xiong as its legal representative; and

 

(2) Hainan Guilinyang State Farm (the "Purchaser") with its registered office

situated at Lingshan, Qiongshan City, Hainan Province 571100 with Mr. Lin

Shiluan as its legal representative.

 

WHEREAS the Seller owns 6.03% of the total registered capital of Hainan Zhongya

Aluminum Company Ltd. (the "Company") and desires to sell and the Purchaser

desires to purchase all of such registered capital.

 

NOW IT IS HEREBY AGREED AS FOLLOWS:-

 

ARTICLE I SALE AND PURCHASE

 

Upon and subject to the terms and conditions of this Agreement, the

Seller shall sell and the Purchaser shall purchase 6.03% of the total issued and

outstanding stock of the Company (the "Sale Shares") held by the Seller with all

rights attached thereto as from Effective Date of this Agreement.

 

ARTICLE II PURCHASE PRICE

 

The total consideration for the sale and purchase of the Sale Shares

shall be Renminbi Yuan Seven Million (RMB7,000,000) (the "Purchase Price"), of

which, RMB5,000,000 shall represent the consideration for sale and purchase of

the Sale Shares and the remaining RMB2,000,000 shall represent the consideration

for the transfer by the Seller of an accounts receivable from the Company,

amounting RMB2,000,000, to the Purchaser. The total consideration shall be

payable within one month upon the execution of this Agreement.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

 

The Seller 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 execution and delivery by the Seller of this Agreement and the

performance by the Seller of its obligations hereunder, has been duly and

validly authorized, no other internal action on the part of the Seller or its

stockholders (or its higher authorities) is necessary. This Agreement has been

duly and validly executed and delivered by the seller and constitutes a legal,

valid and binding obligation of the Seller enforceable against the Seller in

accordance with its terms.

 

3.3 The Sale 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 deliver 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 association 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.

 

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 Seller 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 and the

performance by the Purchaser of its obligations hereunder, has been duly and

validly authorized. This Agreement has been duly and validly executed and

delivered by the Purchaser and constitutes a legal, valid and binding obligation

of the Purchaser enforceable against the Purchaser in accordance with its terms.

 

4.3 The execution and deliver 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 association 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

Purchaser or the Company or any of their respective assets and properties.

 

ARTICLE V

EFFECTIVENESS OF THE AGREEMENT

 

5.1 This Agreement shall be binding and effective upon execution by both the

Seller and the Purchaser.

 

5.2 The Purchaser shall be entitled to the ownership of the Shares and enjoy

rights and interests and undertake obligations and liabilities as a shareholder

of the Company upon the completion of the registration of transfer in the

Registration Company.

 

5.3 After the Effective Date of this Agreement, any rights and interests related

to the Sale Shares shall be enjoyed by and any obligations and liabilities

related to the Sale Shares be undertaken by the Purchaser.

 

ARTICLE VI

APPROVAL

 

The sale of Sale Shares under this Agreement shall be approved by the Board of

Directors of the Company and be subject to all necessary approval of the

relevant government authorities.

 

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 Purchaser:

Hainan Guilinyang State Farm

 

 

 

By: /s/Lin Shiluan

------------------------------------

Lin Shiluan

 

 

The Seller:

First Goods and Materials Supply and Sales Corporation

 

 

 

By: /s/Chen Yu Xiong

-------------------------------------

Chen Yu Xiong