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AGREEMENT FOR THE SALE AND PURCHASE OF SHARES
BETWEEN
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Dated [?] 2012
AGREEMENT FOR THE SALE AND PURCHASE OF SHARES
THIS AGREEMENT is made on [?] 2012
BETWEEN:
(1) [?] (the “Seller”); and
(2) [?] (the “Purchaser”).
(3) Mr. [?] (the “Guarantor”);
The Seller, the Purchaser and the Guarantor shall be collectively referred to as the “Parties” and each individually as the “Party”.
WHEREAS:
A. [?] (the “Company”), a company duly organized and validly existing under the laws of
the British Virgin Islands with its legal address at [?].
B. As of the date of this Agreement, the Company has an authorized share capital of US$[?],
comprising of (i) [?] ordinary shares with a par value of US$[?] each (the “Ordinary Shares”), of which [?] Ordinary Shares have been issued and outstanding; and (ii) [?] preferred shares with a par value of US$[?] each (the “Preferred Shares”), of which [?] Preferred Shares have been issued and outstanding. As of the date of this Agreement, the Seller beneficially hold [?] Ordinary Shares in the Company, representing [?]% of the shareholding in the Company.
C. It is a condition for the Purchaser entering into this Agreement that, inter alia, the
Guarantor, as the Chairman of the board of the Company, becomes a party to this Agreement as Guarantor to provide the guarantee the scope of which is established in Clause 8 herein below. The Guarantor recognizes the benefit to it of this Agreement and the transaction contemplated hereunder.
D. The Seller has agreed to sell the Target Shares (as defined below) of the Company to the
Purchaser for the consideration and upon the terms and conditions set out in this Agreement.
NOW, THEREFORE, THE PARTIES AGREE as follows:
1 INTERPRETATION
1.1 In this Agreement:
“Affiliate” means, (a) with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person, and any shareholder, member or partner of such person. and (b) with respect to an individual, shall include, without limitation, his spouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid persons; means this Agreement for Sale and Purchase of Shares; means completion of the sale and purchase of the Target Shares in accordance with this Agreement, as described in Clause 3 herein below; means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest in the Target Shares of any kind, or another type of preferential arrangement therein (including, without limitation, a title transfer or retention arrangement) having similar effect; means the Hong Kong Special Administrative Region of the PRC. means an initial public offering of the Issuer on the Main Board of the Hong Kong Stock Exchange within [3] years of the date of Closing. means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any governmental or regulatory authority of Hong Kong. “Agreement” “Closing” “Encumbrance” “Hong Kong” “HKIPO” “Laws” “Material Adverse means any event that may have material adverse change in the consolidated or unconsolidated condition (financial or otherwise), Event” business, prospects, properties, shareholders’ equity or results of operations of the Company. “PRC” means the People’s Republic of China but solely for the purposes of this Agreement excluding Hong Kong, Macau Special Administrative Region and the island of Taiwan. means the amended and restated memorandum and articles of association of the Company to be filed by the Company. means the Seller and any Affiliate of the Seller as of the date of Closing. means the fully paid [?] Ordinary shares held by the Seller which represent [?]% shareholding of the Company on a fully diluted basis, representing an implied pre-money equity value of the Company of approximately USD [640] million “Restated Articles” “Seller’s Group” “Target Shares” “USD” “WARRANTY” means United States Dollars, the lawful currency of the United States of America. means the representations and warranties contained in schedule 2 and any other representation and warranty made herein by or on behalf of the Parties to this Agreement. 1.2 In this Agreement, unless the context otherwise requires, a reference to:
1.1.1 a statutory provision includes a reference to the statutory provision as modified
or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision before the date of this Agreement;
1.1.2 a person includes a reference to any individual, firm, company, body corporate,
association or partnership, government, state or agency of a state, local or municipal authority (whether or not having separate legal authority);
1.1.3 a person includes a reference to that person's legal representatives and
successors;
1.1.4 a clause, paragraph or schedule, unless the context otherwise requires, is a
reference to a clause or paragraph of or schedule to this Agreement;
1.1.5 any reference to any English legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, officia1 or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;
1.1.6 references to any statute or statutory provision are to be construed as references
to the same as it may have been, or may from time to time be, amended, modified or re-enacted, and include references to all statutory instruments, orders and regulations for the time being made thereunder or deriving validity therefrom;
1.1.7 the single includes the plural and vice versa; and
1.1.8 All Warranties, representations and obligations in this Agreement expressed to
be given or entered into by both the Seller and the Guarantor are given or entered into by them jointly and severally. The Purchaser may release or compromise the liability of any of the Seller or the Guarantor hereunder without affecting the liability of the other. If any liability of any of the Guarantor or the Seller is, or