Daiwa Associate : (17) Sale and Purchase Agreement (Eng)

f4a0fd3b-024b-4eb4-a431-10f5e3f9acb2.pdf

Mr Lau Tak Wan ()tljjl)

Chan Yuen Mei, Pinky ( ffi)

China Capital Holdings Investment Limited Leading Trade Limited

AND

Asia-IO Acquisition Fund, L.P.

Execution copy

SALE AND PURCHASE AGREEMENT

relating to the sale and purchase of approximately 55.17% of the issued share capital of Daiwa Associate Holdings Limited

CONTENTS

Section Page

1. INTERPRETATION 1

2. SALE AND PURCHASE OF THE SALE SHARES 9

3. CONSIDERATION, ESCROW CASHIER ORDER AND DEPOSIT 9

4. CONDITIONS 11

5. WARRANTIES AND PRE-COMPLETION UNDERTAKING 12

6. COMPLETION 14

7. THE BUYER'S WARRANTIES AND UNDERTAKINGS 15

8. TERMINATION 15

9. INDEMNIFICATION 16

10. CONFIDENTIAL INFORMATION 17

11. ANNOUNCEMENTS 18

12. GENERAL 19

13. NOTICES 22

14. GOVERNING LAW AND JURISDICTION 23

SCHEDULE 1 INFORMATION ABOUT THE CORPORATE SELLERS, THE COMPANY AND THE SUBSIDIARIES 25

PART A THE CORPORATE SELLERS 25

PART B THE COMPANY 27

PART C RETAINED SUBSIDIARIES 28

SCHEDULE 2 COMPLETION REQUIREMENTS 34

SCHEDULE 3 WARRANTIES 41

SCHEDULE 4 BUYER'S WARRANTIES 58

SCHEDULE 5 ACTION PENDING COMPLETION 59

SCHEDULE 6 LIMITATIONS OF LIABILITY 63

SCHEDULE 7 DISPOSED GROUP COMPANY 67

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THIS SALE AND PURCHASE AGREEMENT (this 'Agreement') is made on April 29 , 2015

BETWEEN:

1. Mr Lau Tak Wan (ltlffffl), a resident of Hong Kong, of House 19, Mount Beacon, 20 Cornwall Street, Kowloon Tong, Kowloon, Hong Kong ('Mr Lau');
2. Chan Yuen Mei, Pinky (Yliill), a resident of Hong Kong, of House 19, Mount Beacon, 20 Cornwall Street, Kowloon Tong, Kowloon, Hong Kong ('Ms Chan');

   
   

3. China Capital Holdings Investment Limited, a company incorporated in the British Virgin Islands whose registered office is at Sea Meadow House, Blackburne Highway (P.O. Box 116) Road Town, Tortola, the British Virgin Islands ('China Capital');

   
   

4. Leading Trade Limited, a company incorporated in the British Virgin Islands whose registered office is at Sea Meadow House, Blackburne Highway (P.O. Box 116) Road Town, Tortola, the British Virgin Islands ('Leading Trade', together with Mr Lau,

   Ms Chan and China Capital, the 'Sellers'); and

   
   

5. Asia-IO Acquisition Fund, L.P., a Cayman Islands exempted limited partnership whose address is at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KYl -9005, Cayman Islands (the 'Buyer').

   
   

   WHEREAS:

   
   

6. The Sellers are the beneficial owners (directly or indirectly) of approximately 55.17% of the issued share capital of Daiwa Associate Holdings Limited (the 'Company'), a company incorporated in Bermuda with limited liabilities whose registered office is at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda, with its head office and principal place of business in Hong Kong at 11/F., Block G, East Sun Industrial Centre, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, and the issued shares of which are listed on the SEHK under the stock code '1037'.

   
   

7. The Sellers have agreed to sell and procure the sale of and the Buyer has agreed to purchase the Sale Shares for the Consideration upon the terms and subject to the conditions of this Agreement.




THE PARTIES AGREE as follows:




1. INTERPRETATION

   
   

2. In this Agreement:

   
   

   'Accounts' means the audited consolidated balance sheet, income statement and cashflow statement of the Group (together with the auditors' reports and directors' reports on and the notes to such accounts);

   
   

   'Accounts Date' means March 31, 2014;

   
   

   
   

   'Affiliate' of a Person (the 'Subject Person') means in relation to a Person which is a corporation, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the Subject Person;

   
   

   'Announcement' means the joint announcement to be issued by the Buyer and the Company in respect of the Offer;

   
   

   'Applicable Laws' means with respect to any person, any laws, rules, regulations, guidelines, directives, judgments, decrees, order, notices, rulings or decisions of any governmental or regulatory authority or stock exchange that is applicable to such person;

   
   

   'Bulletin 7' means the State Administration of Taxation's Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfer of Property by Non-resident Enterprises, SAT Bulletin [2015] No. 7, as supplemented, varied and amended from time to time, together with any official interpretations published by the Governmental Authorities in relation thereto;

   
   

   'Bulletin 7 Report' means any filing required to be made with the competent Governmental Authorities in the PRC by the Applicable Laws or any Governmental Authorities pursuant to Bulletin 7;

   
   

   'Business Day' means a day other than a Saturday or Sunday or public holiday in Hong Kong on which licensed banks in Hong Kong are generally open for business throughout their normal business hours;

   
   

   'Buyer's Account' means such account as the Buyer may notify the Sellers' Representative in writing not less than two Business Days prior to the date on which the relevant payment is due to be made;

   
   

   'Buyer's Group' means the Buyer and its Affiliates from time to time and includes, for the avoidance of doubt, after Completion each Retained Group Company, and 'member of the Buyer's Group' shall be construed accordingly;

   
   

   'Buyer's Warranties' means the statements contained in Schedule 4;

   
   

   'CCASS' means the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;

   
   

   'Claim' means, subject to Schedule 6, a claim against any Warrantor for breach of a Warranty;

   
   

   'Code' means the Hong Kong Code on Takeovers and Mergers;

   
   

   'Companies Ordinance' means the Companies Ordinance, Chapter 622 of the Laws of Hong Kong;

   
   

   'Completion' means completion of the sale and purchase of the Sale Shares by the Sellers and the Buyer in accordance with this Agreement;

   
   

   'Completion Date' means the date on which Completion takes place and which is

3. the later of (i) five Business Days after the date on which the last of the




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