EXHIBIT 1
Dated 30 June 2000
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(1) CMEC GE CAPITAL CHINA INDUSTRIAL
HOLDINGS LIMITED
(2) BEIJING HOLDINGS LIMITED
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A G R E E M E N T
for Sale and Purchase of Share in
CMEC CERAMICS HOLDINGS LIMITED
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Victor Chu & Co.
19th Floor, Tower II
The Gateway
25 Canton Road
Hong Kong
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THIS AGREEMENT is made on 30 June 2000
BETWEEN:
(1) CMEC GE CAPITAL CHINA INDUSTRIAL HOLDINGS LIMITED of P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies (the "SELLER"); and
(2) BEIJING HOLDINGS LIMITED of Room 3401-3412, West Tower, Shun Tak
Centre, 200 Connaught Road Central, Hong Kong (the "BUYER").
WHEREAS:
(A) CMEC Ceramics Holdings Limited is a company incorporated under the laws
of the British Virgin Islands on 30 April 1996 with company no. 184022
(the "COMPANY") with an authorized capital of US$50,000 and issued
capital of US$1 represented by one share of US$1 (the "SHARE").
(B) The Company holds 974,576 shares of Tramford International Limited, and
such shares represent the only asset of the Company.
(C) The parties hereto agree to carry out the transaction on the terms and
conditions as set out herein.
IT IS HEREBY AGREED as follows:
1. SALE AND PURCHASE
1.1 Subject to the terms hereof, the Seller shall sell, and the
Buyer shall buy, the Share being the entire issued share
capital of the Company as at the date hereof held by the
Seller free from all liens, charges and third party
encumbrances and with all rights attaching thereto at the
price of US$2,500,000, and such sale and purchase shall be
completed immediately following execution of this Agreement.
1.2 At completion pursuant to Clause 1.1, upon receipt of the
consideration of US$2,500,000 the Seller shall:
(a) deliver to the Buyer a duly executed instrument of
transfer of the Share in favour of the Buyer, the
share certificate representing the Share together
with any other documents which may be necessary to
transfer good title to the Share to the Buyer and
together with all other corporate seals, registers,
books and records of the Company;
(b) procure that all the existing directors, secretary,
auditors and other officers (if any) of the Company
shall resign and each of them shall acknowledge that
he shall have no claim against the Company for loss
of office or otherwise;
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(c) procure a board meeting of the Company to be held at
which resolutions shall be passed:-
(i) to approve the transfer of the Share to the
Buyer, or as it shall direct, and the issue
of a new share certificate therefor;
(ii) to accept the resignation of the directors,
secretary, auditors and officers (if any) or
the Company referred to in Clause 1.2(b)
above and to appoint as new directors,
secretary, auditors and officers of the
Company, such persons as the Buyer may
require, all with effect from the close of
business of the meeting;
(iii) to change the registered office address of
the Company as the Buyer may require'
(iv) to change the registered agent in the
British Virgin Islands of the Buyer as the
Buyer may require;
(v) to deal with and resolve upon such matters
in connection with the sale and purchase of
the Shares as the Buyer shall reasonably
require; and
(d) take all necessary steps to engage the Buyer to
become the owner of the legal and beneficial
interests of the Share.
2. WARRANTIES
2.1 The Seller hereby represents and warrants to the Buyer as
follows:
(a) as at the date hereof, the Company has an authorized
share capital of US$50,000 and issued share capital
of US$1 represented by one ordinary share of US$1;
(b) the Share is issued fully paid and beneficially owned
by the Seller free from all liens, charges or third
party encumbrances;
(c) the Company is duly incorporated and has been in
compliance with all applicable laws and regulations
of the British Virgin Island and elsewhere and there
is not any order, decree or judgment of any court or
any governmental body of British Virgin Islands or of
any other jurisdiction made against the Company or
any outstanding tax liability of whichever
jurisdiction;
(d) the Company holds 974,576 shares of Tramford
International Limited, and such shares represent the
only asset of the Company;
(e) the Company has no actual, contingent or potential
liabilities and has no outstanding obligations under
any contract or otherwise; and
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(f) the statutory books and registers of the Company are
fully written up (other than to reflect the terms of
this transaction) and are kept in the British Virgin
Islands.
3. GENERAL
3.1 This Agreement shall be binding upon and enure to the benefit
of the successors of the parties hereto.
3.2 This Agreement constitutes the whole agreement between the
parties hereto relating to its subject matter and no
variations of this Agreement shall be effective unless agreed
by and made in writing signed by the parties.
3.3 At any time after the date hereof the Seller shall, at the
request and cost of the Buyer, do such further acts and things
as the Buyer may reasonably require for the purpose of vesting
all the interests of the Share in the Buyer and giving to the
Buyer the full benefit of this Agreement.
3.4 All communications in connection with this Agreement must be
in writing and left at the address of the addressee or sent by
ordinary post (airmail if outside Hong Kong) to the address of
the addressee or by facsimile.
3.5 This Agreement shall be governed by the laws of the Hong Kong
Special Administrative Region of the People's Republic of
China ("HONG KONG") and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of
the courts of Hong Kong.
AS WITNESS the hands of the duly authorised representatives of the parties the
day and year first written above.
SIGNED BY )
)
for and on behalf of )
CMEC GE CAPITAL CHINA )
INDUSTRIAL HOLDINGS LIMITED )
SIGNED BY ) for and on behalf of
) BEIJING HOLDINGS LIMITED
for and on behalf of )
BEIJING HOLDINGS LIMITED )
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Authorized Signatures
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