SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
Greater China Corporation
(f/k/a Brighton Information Systems Corporation)
----------------------------------------------------
(name of Registrant as specified in its charter)
Delaware 0-15937 22-3057451
--------------- -------- -------------
(State or other (Commission (IRS Employer
jurisdiction of file Number) Identification
incorporation or No.)
organization)
27 East 61st Street
New York, NY 10021
----------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(212) 935-0561
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Page 1<PAGE>
Items 1 and 2.
On November 20, 1997, Greater China Corporation (GCHC")
acquired 100% of the issued and outstanding shares of The
International Technology Group ("ITG") a Hong Kong Company. The
parties have agreed that the transaction was effective as of
September 30, 1997. In exchange for its 100% purchase of the
shares of ITG, GCHC issued to the shareholders of ITG an initial
10,000,000 shares of GCHC Common Stock. After a planned
financing of $5,000,000 has been completed by GCHC the
shareholding of ITG in GCHC will be adjusted to 50% of the issued
and outstanding shares of GCHC, including the shares to be
issued. There can be no assurance that GCHC will be able to
complete such a financing.
ITG consists of seven subsidiaries that manufacture and
distribute products and equipment essential to the production of
fiber optic cable and the installation and maintenance thereof.
The annual revenues for ITG for its fiscal year ended March 31,
1997 were US $14,190,000 with an annual profits of $259,000
(unaudited). A majority of ITG's sales are into the China and
Asian markets for protective and insulating gels that are
contained within fiber optic cable.
The GCHC's auditors are currently preparing the financial
statements required under Item 2 and GCHC will file such
financial statements related to these transactions within sixty
(60) days from the last date after which this Form 8-K must be
filed. In addition, GCHC intends to file the agreements required
under and listed as exhibits in Item 7 above, at such time as the
financial statements are so filed.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant had duly caused this report to be signed
on its behalf by the undersigned hereunder duly authorized.
Page 2<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto authorized.
GREATER CHINA CORPORATION
Dated: November 28, 1997 By: /s/ John W. Allen
-----------------------------------
John W. Allen
President and Chief Executive
Officer
Page 3<PAGE>
<PAGE>
EXHIBIT 1 (Items 1 and 2)<PAGE>
AGREEMENT FOR THE EXCHANGE OF STOCK
by and among
GREATER CHINA CORPORATION
a Delaware corporation
and
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
a Hong Kong Corporation
and
Gary Steven Robinson, an Individual;
Richard Barrie George, an Individual;
Ian Charles Hatchell, an Individual;
Simon Mark Coates, an Individual;
Mukhtiar Singh-Sohal, an Individual;
Martyn Paul Booker, an Individual; and
Sark Consultants Limited, a Corporation
Dated as of 30 September 1997
2<PAGE>
TABLE OF CONTENTS
ARTICLE I REPRESENTATIONS, COVENANTS AND
WARRANTIES OF ITG
Page
Section 1.1 Organization
Section 1.2 Capitalization
Section 1.3 Subsidiaries
Section 1.4 Options and Warrants
Section 1.5 Binding Obligation; No Default
Section 1.6 Compliance with Other
Instruments, etc.
Section 1.7 Consents
Section 1.8 Books and Records
Section 1.9 Financial Statements
Section 1.10 No Undisclosed Liabilities
Section 1.11 Absence of Certain Changes
Section 1.12 Plant and Equipment
Section 1.13 Leases
Section 1.14 Tax Returns
Section 1.15 Transactions with Affiliates
Section 1.16 Litigation
Section 1.17 No Condemnation or Expropriation
Section 1.18 Absence of Questionable Payments
Section 1.19 Accuracy of Information Furnished
Section 1.20 Title to Trade Names
Section 1.21 Real Properties
Section 1.22 Title and Related Matters
Section 1.23 Title to the Exchanged ITG Stock
Section 1.24 Securities Warranties
Section 1.25 ITG Schedules
ARTICLE II REPRESENTATIONS, COVENANTS AND
WARRANTIES OF GCC
Section 2.1 Organization
Section 2.2 Capitalization
Section 2.3 Subsidiaries
Section 2.4 Options and Warrants
Section 2.5 Binding Obligation; No Default
Section 2.6 Compliance with Other Instruments, etc.
Section 2.7 Consents
Section 2.8 Books and Records
Section 2.9 Financial Statements
Section 2.10 No Undisclosed Liabilities
Section 2.11 Absence of Certain Changes
Section 2.12 Plant and Equipment
Section 2.13 Leases
Section 2.14 Tax Returns
Section 2.15 Transactions with Affiliates
Section 2.16 Litigation
Section 2.17 No Condemnation or Expropriation
Section 2.18 Absence of Questionable Payments
Section 2.19 Accuracy of Information Furnished
3<PAGE>
Section 2.20 Title to Trade Names
Section 2.21 Real Properties
Section 2.22 Title and Related Matters
Section 2.23 Title to the Exchanged GCC Stock
Section 2.24 Compliance With Exchange Act
Section 2.25 GCC Schedules
ARTICLE III DELIVERY OF SHARES
Section 3.1 Appointment of Director
Section 3.2 Escrow Arrangements
Section 3.3 Raising of Additional Capital
Section 3.4 ITG Audited Financial Statements
Section 3.5 GCC Audited Financial Statements
Section 3.6 Additional Shares of GCC Common Stock
Section 3.7 Employment Contracts
Section 3.8 Conditions to Delivery of Shares from Escrow
Section 3.9 Termination
ARTICLE IV SPECIAL COVENANTS
Section 4.1 Access to Properties and Records
Section 4.2 Availability of Rule 144
Section 4.3 Information for GCC Registration
Statement and Public Reports
Section 4.4 Special Covenants and Representations
Regarding the Exchanged GCC Stock
Section 4.5 Third Party Consents
Section 4.6 Actions Prior to Closing
Section 4.7 Indemnification
ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF GCC
Section 5.1 Accuracy of Representations
Section 5.2 Officer's Certificate
Section 5.3 No Material Adverse Change
Section 5.4 Opinion of Counsel to ITG
Section 5.5 Other Items
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF ITG
AND THE ITG SHAREHOLDERS
Section 6.1 Accuracy of Representations
Section 6.2 Officer's Certificate
Section 6.3 No Material Adverse Change
Section 6.4 Opinion of Counsel to GCC
Section 6.5 Other Items
4<PAGE>
ARTICLE VII MISCELLANEOUS
Section 7.1 Brokers and Finders
Section 7.2 Law Forum and Jurisdiction
Section 7.3 Notices
Section 7.4 Attorneys' Fees
Section 7.5 Confidentiality
Section 7.6 Schedules; Knowledge
Section 7.7 Third Party Beneficiaries
Section 7.8 Entire Agreement
Section 7.9 Survival; Termination
Section 7.10 Counterparts
Section 7.11 Amendment or Waiver
Section 7.12 Incorporation of Recitals
Section 7.13 Expenses
Section 7.14 Headings; Context
Section 7.15 Benefit
Section 7.16 Public Announcements
Section 7.17 Severability
Section 7.18 Failure of Conditions; Termination
Section 7.19 No Strict Construction
Section 7.20 Execution Knowing and Voluntary
5<PAGE>
AGREEMENT FOR THE EXCHANGE OF STOCK
THIS AGREEMENT FOR THE EXCHANGE OF STOCK (the "Agreement"),
is entered into as of 30 September, 1997 by and among (1) Greater
China Corporation, a Delaware corporation ("GCC"), (2) The
International Technology Group Limited, a Hong Kong corporation
("ITG") and (3) Gary Steven Robinson, an individual, Richard
Barrie George, an individual, Ian Charles Hatchell, an
individual, Simon Mark Coates, an individual, Mukhtiar Singh-
Sohal, an individual, Martyn Paul Booker, an individual, and Sark
Consultants Limited, a corporation (collectively, the "ITG
Shareholders").
Premises
WHEREAS, this Agreement provides for the exchange of 10,000
shares of HK$1.00 Value, Ordinary shares of stock (the "Exchanged
ITG Stock") of ITG owned by the ITG Shareholders, in exchange for
10,000,000 shares of the US$0.02 par value shares of the Common
Stock, subject to adjustment in accordance with section 3.6, (the
"Exchanged GCC Stock") of GCC;
WHEREAS, the parties intend and believe that it is in their
best interests to enter into this Agreement and the other
agreements contemplated herein;
Agreement
NOW, THEREFORE, on the stated premises and for and in
consideration of the mutual covenants and agreements hereinafter
set forth and the mutual benefits to the parties to be derived
here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
ITG
As an inducement to, and to obtain the reliance of GCC, ITG
represents and warrants, as follows:
Section 1.1 Organization. ITG is a corporation duly
organized, validly existing and in good standing under the laws
of Hong Kong and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in
all material respects as it is now being conducted, including
qualification to do business as a foreign corporation in such
states in which the character and location of the assets owned by
ITG or the nature of the business transacted by it requires
qualification, except where the failure to so qualify would not
have a Material Adverse Effect (defined below) upon the assets,
business, properties or operations of ITG. Included in the ITG
Schedules (as hereinafter defined) as Schedule 1.1 are complete
6<PAGE>
and correct copies of the Memorandum of Association and bylaws of
ITG and each of its subsidiaries as in effect on the date hereof.
Section 1.2 Capitalization. The authorized capitalization
of ITG consists of 10,000 Ordinary shares of stock, HK$1.00 Value
(the "ITG Ordinary Stock"), the ownership of which is set forth
in Schedule 1.2 hereto. As of the Share Delivery Date (defined
below), there are 10,000 shares of ITG Ordinary Stock issued and
outstanding. All issued and outstanding shares of ITG Ordinary
Stock are legally issued, fully paid and nonassessable, and are
not issued in violation of the preemptive or other rights of any
person. ITG does not have any other class of shares.
Section 1.3 Subsidiaries and Predecessor Corporations.
Except as set forth on Schedule 1.3, ITG does not have any
subsidiaries and does not own, beneficially or of record, any
shares of any other corporation.
Section 1.4 Options and Warrants. There are no
outstanding: (a) securities convertible into or exchangeable for
any of ITG's capital stock; or (b) options, warrants, calls or
other rights to purchase or subscribe to capital stock of ITG or
securities convertible into or exchangeable for capital stock of
ITG. ITG is not a party to any voting trust agreement or other
contract, agreement, arrangement, commitment, plan or
understanding restricting or otherwise relating to voting or
dividend rights with respect to the ITG Ordinary Stock.
Section 1.5 Binding Obligation; No Default. ITG and the
ITG Shareholders have duly taken all action necessary to
authorize the execution, delivery and performance of this
Agreement and the other instruments and agreements contemplated
hereby. Such execution, delivery and performance does not and
will not, to the best knowledge of the ITG Shareholders,
constitute a default under or a violation of any agreement,
order, award, judgment, decree, statute, law, rule, regulation or
any other instrument to which ITG or the ITG Shareholders are
parties or by which ITG or the property of ITG may be bound or
may be subject. This Agreement constitutes the legal, valid and
binding obligation of ITG and the ITG Shareholders, enforceable
against ITG and the ITG Shareholders in accordance with its
terms.
Section 1.6 Compliance with Other Instruments, etc.
Neither the execution and delivery of this Agreement by ITG and
the ITG Shareholders nor compliance by ITG or the ITG
Shareholders with the terms and conditions of this Agreement
will: (a) require ITG or the ITG Shareholders to obtain the
consent of any governmental agency; (b) constitute a material
default under any indenture, mortgage or deed of trust to which
ITG or the ITG Shareholders are parties or by which ITG, the ITG
Shareholders or their respective properties may be subject; (c)
cause the creation or imposition of any lien, charge or
encumbrance on any of ITG's assets or the assets of the ITG
7<PAGE>
Shareholders; or (d) breach any statute or regulation of any
governmental authority, or will on the Share Delivery Date (as
defined below) conflict with or result in a breach of any of the
terms or conditions of any judgment, order, injunction, decree or
ruling of any court or governmental authority, domestic or
foreign, to which ITG or the ITG Shareholders are subject.
Section 1.7 Consents. Except as set forth in Schedule 1.7
hereto, no consent, approval or authorization of, or declaration,
filing or registration with, any governmental or regulatory
authority or any third party is required to be made or obtained
by ITG or the ITG Shareholders in connection with the execution,
delivery and performance of this Agreement and the transactions
contemplated hereby.
Section 1.8 Books and Records. To the best knowledge of
the ITG Shareholders, the books of account and other financial
records of ITG are complete and correct in all material aspects.
To the best knowledge of the ITG Shareholders, the minute books
of ITG, as previously made available to GCC and its legal
counsel, contain records of all meetings and accurately reflect
all other material corporate action of the shareholders,
directors and any committees of the Board of Directors of ITG.
Section 1.9 Financial Statements. To the best knowledge of
the ITG Shareholders, the audited statements of assets and
liabilities of ITG as of March 31, 1996 (the "ITG Audited
Financial Statements") and the unaudited statements of assets and
liabilities of ITG as of March 31, 1997 (the "ITG Unaudited
Financial Statements"), copies of which are attached as Schedule
1.9 hereto, fairly present the financial position of ITG for the
period reflected in such financial statements. The ITG Audited
Financial Statements have been prepared in accordance with
generally accepted accounting principles ("GAAP"). (The ITG
Audited Financial Statements and the ITG Unaudited Financial
Statements shall collectively be referred to herein as the "ITG
Financial Statements").
Section 1.10 No Undisclosed Liabilities. To the best
knowledge of the ITG Shareholders, except as set forth on
Schedule 1.10 hereto, ITG does not have any material liabilities
or obligations of any nature (absolute, accrued, contingent or
otherwise) which were not adequately reflected or reserved
against on the ITG Financial Statements, except for liabilities
and obligations incurred since March 31, 1997 in the ordinary
course of ITG's business and consistent with past practice and
which, in any event, in the aggregate, would not have a Material
Adverse Effect (defined below).
Section 1.11 Absence of Certain Changes. To the best
knowledge of the ITG Shareholders, except as and to the extent
set forth on Schedule 1.11 hereto or except as otherwise
expressly contemplated hereby, since March 31, 1997, ITG has not:
8<PAGE>
(a) Suffered any material adverse change in its
financial condition, assets, liabilities (absolute, accrued,
contingent or otherwise), or reserves, and no event has occurred
and no action has been taken by ITG or, to the best knowledge of
the ITG Shareholders, any other person, nor is any such event or
action, to the best knowledge of the ITG Shareholders,
contemplated or threatened, which might reasonably be expected to
have a material adverse effect on the assets, operations or
conditions (financial or otherwise) of the business of ITG and
its subsidiaries taken as a whole (for the purposes of Article 1,
"Material Adverse Effect");
(b) Suffered any material adverse change in its
business or operations;
(c) Experienced any shortage of raw materials or
supplies;
(d) Incurred any liabilities or obligations (absolute,
accrued, contingent or otherwise) except items incurred in the
ordinary course of business and consistent with past practice,
none of such liabilities or obligations exceeds US$50,000
individually, or US$100,000 in the aggregate, (counting
obligations or liabilities arising from one transaction or a
series of similar transactions, and all periodic installments or
payments under any lease or other agreement providing for
periodic installments or payments, as a single obligation or
liability), or increased or changed any assumptions underlying or
method of calculating any bad debt, contingency or other
reserves;
(e) Paid, discharged or satisfied any claims,
liabilities or obligations (absolute, accrued, contingent or
otherwise) other than the payment, discharge or satisfaction in
the ordinary course of business and consistent with past practice
of liabilities and obligations reflected or reserved against in
the ITG Financial Statements or incurred in the ordinary course
of business and consistent with past practice since the date of
the ITG Financial Statements;
(f) Permitted or allowed any of its property or assets
(real, personal or mixed, tangible or intangible) to be subjected
to any mortgage, pledge, lien, security interest, encumbrance,
restriction or charge of any kind;
(g) Written down the value of any inventory in excess
of US$50,000 (including write-downs by reason of shrinkage or
markdown) or written down or written off as uncollectible any
notes or accounts receivable in excess of US$50,000;
(h) Canceled any debts or waived any claims or rights
in excess of US$50,000;
(i) Except in the ordinary course of business and
consistent with past practice, sold, transferred or otherwise
9<PAGE>
disposed of any of its properties or assets in excess of
US$50,000 (real, personal or mixed, tangible or intangible);
(j) Disposed of or permitted to lapse any rights to
the use of any Trade Name (defined below) necessary to permit ITG
to conduct its business or develop its products, or disposed of
or disclosed to any person, other than representatives of GCC,
any Proprietary Information or Technical Information (defined
below) not theretofore a matter of public knowledge necessary to
permit ITG to conduct its business or develop its products;
(k) Granted any general increase in the compensation
of officers or employees (including any such increase pursuant to
any bonus, pension, profit sharing or other plan or commitment)
other than in the ordinary course of business and consistent with
past practice, or any increase in the compensation (including,
without limitation, salary and bonus) payable or to become
payable to any officer or key employee;
(l) Made any single capital expenditure or commitment
in excess of US$50,000 for additions to property, plant,
equipment or intangible capital assets or made aggregate capital
expenditures and commitments in excess of US$50,000 for additions
to property, plant, equipment or intangible capital assets;
(m) Declared, paid or set aside for payment any
dividend or other distribution in respect of its capital stock;
(n) Made any change in any method of accounting or
accounting practice;
(o) Paid, loaned or advanced any amount to, or sold,
transferred or leased any properties or assets (real, personal or
mixed, tangible or intangible) to, or entered into any agreement
or arrangement with, any "Affiliate" or "Associate" of ITG or the
ITG Shareholders as such terms are defined in Rule 405
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, or
any officer, director or stockholder of ITG or the ITG
Shareholders (collectively, "Affiliates" or individually, an
"Affiliate");
(p) Made any gifts, or sold, transferred or exchanged
any property of any material value for less than the fair value
thereof;
(q) Suffered any material loss or damage (whether or
not covered by insurance); or
(r) Agreed, whether in writing or otherwise, to take
any action described in this Section 1.11.
Section 1.12 Plant and Equipment. To the best knowledge of
the ITG Shareholders, the material plants, buildings, fixtures,
10<PAGE>
structures and equipment owned, leased or used by ITG are in
reasonable operating condition and repair, ordinary wear and tear
excepted, and are adequate for the uses to which they are being
put.
Section 1.13 Leases. To the best knowledge of the ITG
Shareholders, a true and correct copy of each current lease to
which ITG or any of its subsidiaries is a party is attached as
Schedule 1.13, and no changes have been made thereto. To the
best knowledge of the ITG Shareholders, each such lease is valid
and in full force and effect, there are no existing material
defaults by ITG thereunder, and, to the best knowledge of the ITG
Shareholders, no event has occurred which (with notice, lapse of
time or both) would constitute a default thereunder by any party
to such leases. To the best knowledge of the ITG Shareholders,
ITG is presently in compliance in all material respects with all
laws, rules, regulations and ordinances relating to land use
restrictions which are applicable to any portion of the land
subject to the real property leases. To the best knowledge of
the ITG Shareholders, no consent is required from the lessor
under any lease of real or personal property prior to the
consummation of the transactions contemplated hereby.
Section 1.14 Tax Returns. To the best knowledge of the ITG
Shareholders, true and correct copies of all ITG Tax Returns have
been delivered to GCC and, except as set forth in ITG's Tax
Returns and Statements, ITG has: (a) filed or has caused to be
filed all material foreign, territorial, franchise, income,
sales, gross receipts and all other tax returns and statements
required to be filed by ITG or on its behalf and which were due
prior to the date of this Agreement (the "Tax Returns and
Statements"); (b) paid within the time and in the manner
prescribed by law all Taxes (as defined below), due for all
periods ending on or prior to the date of this Agreement, except
with respect to Taxes which are immaterial in amount and the
failure to so pay or file would not result in material penalties
and would not have a Material Adverse Effect; and (c) established
adequate reserves for the payment of all unpaid Taxes as of the
date of the ITG Financial Statements. To the best knowledge of
the ITG Shareholders, the Tax Returns and Statements are true,
complete and accurate, in all material respects. Since March 31,
1997, no tax assessment or deficiency has been made against ITG
nor has any notice been given of any actual or proposed
assessment or deficiency which has not been paid or for which an
adequate reserve has not been set aside. ITG has not received
any notice that any of the Tax Returns and Statements is now
being or will be the subject of any dispute or investigation, and
no consents extending any applicable statute of limitations have
been filed.
For purposes of this Agreement, "Taxes" shall mean any and
all taxes, payroll and employment related taxes, levies,
assessments, charges or other fees, together with any interest,
11<PAGE>
penalties or other additions, imposed by any governmental
authority upon ITG.
Section 1.15 Transactions with Affiliates. To the best
knowledge of the ITG Shareholders, no Affiliate of ITG has any
interest, directly or indirectly, in any lease, lien, contract,
license, encumbrance, loan or other agreement to which ITG is a
party, or any interest in any competitor, supplier or customer of
ITG. To the best knowledge of the ITG Shareholders, except as
set forth in Schedule 1.15, ITG is not indebted, directly or
indirectly, to any Affiliate of ITG, for any liability or
obligation, whether arising by reason of stock ownership,
contract, oral or written agreement or otherwise. To the best
knowledge of the ITG Shareholders, except as set forth in
Schedule 1.15 no Affiliate is indebted, directly or indirectly,
to ITG or the ITG Shareholders.
To the best knowledge of the ITG Shareholders, no
Affiliate:(a) is a party to any contract or arrangement with ITG
pursuant to which it directly provides material services to ITG;
or (b) is a party to any contract or arrangement with a third
party, to which ITG is not a party, but under which ITG receives
any material amount of goods or services from said third party.
To the best knowledge of the ITG Shareholders, all goods and
services provided to ITG by any of its Affiliates and all goods
and services provided to any of its Affiliates by ITG, at any
time since ITG's inception have been charged to the recipient at
a price that would have been acceptable to an unrelated third
party receiving such goods and services in an arm's-length
transaction with the provider.
Section 1.16 Litigation. To the best knowledge of the ITG
Shareholders, except as set forth in Schedule 1.16 hereto:
(a) there is no pending or, to the best knowledge of
the ITG Shareholders, threatened complaint, charge, claim,
action, suit or arbitration proceeding before any federal,
territorial, state, municipal, foreign or other court or
governmental or administrative body or agency, or any private
arbitration tribunal or any investigation or inquiry before any
federal, territorial, state, municipal, foreign or other court or
governmental or administrative body or agency against, relating
to or affecting: (i) ITG or any of the ITG Shareholders; (ii) the
assets, properties or business of ITG; or (iii) the transactions
contemplated by this Agreement, nor, to the best knowledge of the
ITG Shareholders, is there any basis for any such complaint,
charge, claim, action, suit, arbitration proceeding,
investigation or inquiry which could have a Material Adverse
Effect;
(b) There is not in effect any order, judgment or
decree of any court or governmental or administrative body or
agency enjoining, barring, suspending, prohibiting or otherwise
limiting ITG or, to the best knowledge of the ITG Shareholders,
12<PAGE>
from conducting or engaging in any aspect of the business of ITG,
or requiring ITG or, to the best knowledge of the ITG
Shareholders, any of the ITG Shareholders to take certain action
with respect to any aspect of the business of ITG which could
reasonably be anticipated to have a Material Adverse Effect; and
(c) Neither ITG nor the ITG Shareholders are in
violation of or default under any applicable order, judgment,
writ, injunction or decree of any federal, territorial, state,
municipal, foreign or other court or regulatory authority.
Section 1.17 No Condemnation or Expropriation. To the best
knowledge of the ITG Shareholders, neither the whole nor any
portion of the leasehold properties or any other assets of ITG is
subject to any governmental decree or order to be sold or is
being condemned, expropriated or otherwise taken by any public
authority with or without payment of compensation therefor, nor,
to the best knowledge of the ITG Shareholders, has any such
condemnation, expropriation or taking been proposed.
Section 1.18 Absence of Questionable Payments. To the
best knowledge of the ITG Shareholders, neither ITG nor the ITG
Shareholders has used any corporate or other funds for unlawful
contributions, payments, gifts, or entertainment, or made any
unlawful expenditures relating to political activity to
government officials or others or established or maintained any
unlawful or unrecorded funds for such purpose. To the best
knowledge of the ITG Shareholders, neither ITG nor any of the ITG
Shareholders has accepted or received any unlawful contributions,
payments, gifts or expenditures.
Section 1.19 Accuracy of Information Furnished. No
representation or warranty by ITG contained in this Agreement or
in respect of the exhibits, schedules or documents delivered to
GCC by ITG and any ITG Shareholder and no statement contained in
any certificate furnished or to be furnished by or on behalf of
ITG pursuant hereto, or in connection with the transactions
contemplated hereby, contains, or will contain as of the date
such representation or warranty is made or such certificate is or
will be furnished, and as of the Share Delivery Date, any untrue
statement of a material fact, or omits or will omit to state as
of the date such representation or warranty is made or such
certificate is or will be furnished, any material fact which is
necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not
misleading. True and correct copies of each agreement and other
document referred to in the schedules hereto have been furnished
by ITG and GCC. True and correct copies of each agreement and
other document referred to in the schedules hereto have been
furnished by ITG to GCC.
Section 1.20 Title to Trade Names. To the best knowledge
of the ITG Shareholders, ITG has good and marketable title to
its Trade Names and its Proprietary Information (defined below)
13<PAGE>
used in its business, and they are free and clear of any lien,
mortgage, charge, security interest, pledge or other encumbrance
or other adverse claim or interest of any nature. To the best
knowledge of the ITG Shareholders ITG is the sole and exclusive
owner of the Trade Names as of the Closing Date. ITG has the
right and power to assign the Trade Names and made no prior
transfer, sale or assignment of all or any part of Trade Names.
The following terms as used in this Agreement shall have the
meanings set forth below:
"Proprietary Information" shall mean all of the information
regarding any products or services related to the business of ITG
or the GCC Group, as the case may be, which constitute reliable
trade secrets or proprietary business information, including,
without limitation, such information as encompassed in all
drawings, designs, formulas, devices, compilations, computer
programs and software devices, plans, manuals, proposals,
financial information, costs, pricing information, marketing or
sales plans, accounting, customer lists or any other trade
secrets or proprietary information whether now existing or
hereinafter developed whether it gives the disclosing party any
competitive advantage over those who do not know or use it, or
whether it is patentable or subject to copyright or trademark
protection.
"Technical Information" means all information, knowledge,
engineering and technical data, manufacturing data, raw data,
developments, projections, proprietary data, manufacturing
drawings, product specifications, manufacturing and assembly
techniques, production descriptions, skills, methods, trade
secrets, processes, procedures and know how and other information
or improvements thereto in existence on the date hereof or
thereafter developed.
"Trade Names" shall mean those trade names, trademarks,
service marks and logos set forth in Schedule 1.20 hereto.
Section 1.21 Real Properties. To the best knowledge of the
ITG Shareholders, Schedule 1.21 hereto is an accurate and
complete list of all real property owned or leased by ITG.
Copies of the lease agreements for such properties are attached
thereto.
Section 1.22 Title and Related Matters. To the best
knowledge of the ITG Shareholders, ITG has good and marketable
title to and is the sole and exclusive owner of all of its
material properties, inventory, interests in properties and
assets, real and personal, copyrights, trademarks, service marks
and Trade Names (collectively, the "ITG Assets") which are
reflected in the most recent ITG balance sheet and the ITG
Schedules or acquired after that date (except properties,
interests in properties and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and
clear of all liens, pledges, charges or encumbrances except: (a)
14<PAGE>
liens or claims not yet delinquent; (b) such imperfections of
title and easements as do not and will not, materially detract
from or interfere with the present or proposed use of the
properties subject thereto or affected thereby or otherwise
materially impair present business operations on such properties;
and (c) as described in the ITG Schedules. To the best knowledge
of the ITG Shareholders, except as set forth in the ITG
Schedules, ITG owns free and clear of any liens, claims,
encumbrances, royalty interests or other restrictions or
limitations of any nature whatsoever, any and all products it is
currently manufacturing, including the underlying technology and
data, and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in
connection with ITG's business. To the best knowledge of ITG,
except as set forth in the ITG Schedules, no third party has any
right to, and ITG has not received any notice of infringement of
or conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material
Adverse Effect.
Section 1.23 Title to the Exchanged ITG Stock. (a) Upon
the fulfilment of all conditions set forth in the Escrow
Agreement and delivery of all the certificates and the Schedules
called for in this agreement and the release by the Escrow Agent
to GCC of the transfers and certificates relating to the
Exchanged ITG Stock described in Section 3.2 of this Agreement,
GCC, subject to the stamping of such transfers, will receive good
and marketable title to the 10,000 shares of the Exchanged ITG
Stock, which shall constitute one hundred percent (100%) of the
issued and outstanding capital stock of ITG, all of such
Exchanged ITG Stock shall be received by GCC as validly issued,
fully paid and nonassessable, free and clear of all pledges,
liens, encumbrances, security interests, equities, options,
claims, charges, limitations on voting rights or rights to
receive dividends, or other restrictions of any kind (other than
any generally imposed by federal, corporate or territorial
securities laws or as otherwise provided for in this Agreement);
and
(b) From the date of this Agreement through the Closing
Date, the ITG Shareholders agree that they will not sell,
transfer, hypothecate, pledge, assign or suffer any lien to be
incurred with respect to or otherwise dispose of any of the
shares of Exchanged ITG Stock.
Section 1.24 Securities Warranties. With respect to the
Exchanged GCC Stock to be delivered by GCC pursuant to the
provisions of Section 3.2 hereof, the ITG Shareholders hereby
represent and warrant to GCC that:
15<PAGE>
(a) The shares of Exchanged GCC Stock are being acquired for
the account of the ITG Shareholders and not with a view to sale;
(b) The ITG Shareholders are acquiring the Exchanged GCC
Stock hereunder without having received any form of general
solicitation or general advertising;
(c) The ITG Shareholders or their representatives, if any,
have been provided with, or given reasonable access to, full and
fair disclosure of all material information concerning GCC;
(d) The ITG Shareholders have a preexisting personal or
business relationship with GCC or certain of its officers,
directors or controlling persons, or by reason of its business or
financial experience, each of the ITG Shareholders could
reasonably be assumed to have the capacity to represent his own
interests in connection with this Agreement;
(e) The ITG Shareholders understand and hereby acknowledge
that the Exchanged GCC Stock will be issued pursuant only to
those restrictions imposed by and exemptions available pursuant
to applicable federal and state laws and that the certificates to
be issued in respect of the Exchanged GCC Stock may bear a legend
in a form satisfactory to counsel for GCC; in part, GCC's
reliance upon such exemptions is based on the representations and
warranties made by the ITG Shareholders in this Section 1.24;
(f) The ITG Shareholders agree that the certificates to be
issued in respect of the Exchanged GCC Stock may bear a legend in
a form satisfactory to counsel for GCC reflecting the status of
the Exchanged GCC Stock as restricted securities under Rule
144(a)(3) promulgated under the Securities Act and acknowledges
that the transfer agent or registrar for GCC may be instructed to
restrict the transfer of the Exchanged GCC Stock in accordance
with such legend and any other restrictions provided in this
Agreement;
(g) The ITG Shareholders hereby agree that they will not
sell, transfer, hypothecate, pledge, assign or otherwise dispose
of any of the Exchanged GCC Stock, except pursuant to the terms
of this Agreement and to a registration statement filed under the
provisions of the Securities Act, a favorable no-action or
interpretive letter received from the Commission or an opinion of
counsel satisfactory to GCC that such sale, transfer,
hypothecation, pledge, assignment or other disposition is exempt
from the registration requirements of the Securities Act,
pursuant to an opinion of counsel satisfactory to GCC that such
sale, transfer, hypothecation, pledge, assignment or other
disposition is exempt from the registration requirements of the
Securities Act and does not in any way violate the terms of this
Agreement; and
(h) the ITG Shareholders hereby acknowledge that: (i) the
shares of Exchanged GCC Stock referred to herein are being
16<PAGE>
acquired after adequate investigation of the business plan and
prospects of GCC; (ii) that ITG is not relying upon the accuracy
of any predictions as to the future prospects or developments of
GCC or its business and is well informed as to the business of
GCC and has reviewed its operations and financial statements;
(iii) the ITG Shareholders and their professional advisors have
discussed the financial condition and business operations of GCC
with the officers of GCC and have been afforded the opportunity
to ask questions with respect thereto; and (iv) ITG specifically
acknowledges that the shares of Exchanged GCC Stock are
speculative and involve a very high degree of risk and that there
can be no assurance that GCC will achieve its business objectives
or, in particular, that it will ever have cash available for
distribution to its stockholders.
Section 1.25 ITG Schedules. The ITG Shareholders shall
cause the ITG Schedules and the instruments and data delivered to
GCC hereunder to be updated after the date hereof up to and
including the date of the release of the Escrowed Shares pursuant
to section 3.2.
Section 1.26 Limitations.
(a) ITG shall not be liable in respect of any claim under
the representations covenants and warranties contained in
this Article 1 or under the indemnity contained in section
4.7(a) unless such claim shall have been made before 30
September 1999 by notice in writing to ITG giving sufficient
details of the claim to enable ITG to idenitify the matter
giving rise to the claim;
(b) the aggregate liability of ITG in respect of all such
claims shall in no event exceed US $5,000,000;
(c) no amount shall be payable by ITG in respect of any such
claim unless the aggregate cumulative liability of ITG in
respect of all such claims exceeds the sum of US $50,000 in
which case ITG shall be liable for the full amount of all
such claims and note merely the excess.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF GCC
As an inducement to, and to obtain the reliance of the ITG
Shareholders, GCC, on behalf of itself and all of its
subsidiaries (collectively, the "GCC Group") represents and
warrants, as follows:
Section 2.1 Organization. GCC is a corporation duly
organized, validly existing and in good standing under the laws
of the state of Delaware, and each member of the GCC Group has
the corporate power and is duly authorized, qualified, franchised
17<PAGE>
and licensed under all applicable laws, regulations, ordinances
and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business
as a foreign corporation in the states in which the character and
location of the assets owned by it or the nature of the business
transacted by it requires qualification, except where the failure
to so qualify would not have a material adverse effect upon the
assets, business, properties or operations of the GCC Group (for
the purpose of Article II, ( " Material Adverse Effect" )
Included in the GCC Schedules as Schedule 2.1 (as hereinafter
defined) are complete and correct copies of the articles of
incorporation, amended articles of incorporation (collectively,
hereinafter referred to as the "Articles of Incorporation") and
bylaws of GCC [and each of its subsidiaries] as in effect on the
date hereof. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated by
this Agreement in accordance with the terms hereof will not,
violate any provision of either the GCC articles of incorporation
or bylaws. GCC has taken all action required by law, its
articles of incorporation, bylaws or otherwise to authorize the
execution and delivery of this Agreement. GCC has the full
power, authority and legal right and have taken all actions
required by law, its articles of incorporation, bylaws or
otherwise to consummate the transactions herein contemplated.
Section 2.2 Capitalization. The authorized capitalization
of GCC consists of 25,000,000 shares of common stock, par value
US$ 0.02 per share (the "GCC Common Stock"). As of the date of
this Agreement, there are approximately 10,000,000 shares of GCC
Common Stock issued and GCC has no shares of Preferred Stock
authorized. All issued and outstanding shares of GCC are legally
issued, fully paid and nonassessable and not issued in violation
of the preemptive rights or other rights of any person. GCC does
not have any other class of shares or stock. The GCC Common
Stock is listed for trading on the OTC Bulletin Board or in the
"pink sheets" maintained by the National Quotation Bureau,
Inc. A true and complete list of the holders of record of the
GCC Common Stock as of September 30, 1997 is attached to Schedule
2.2.
Set forth on Schedule 2.2 is a list of all transactions
consummated in the past year in which GCC has sold or issued
shares of GCC Common Stock or other GCC equity securities in a
transaction not involving a public offering registered under the
Securities Act of 1933 (a "Private Placement" ). With respect
to each such Private Placement, Schedule 2.2 sets forth: (i) the
exemption from the Securities Act of 1933 relied upon by GCC in
the sale and/or issuance of GCC Common Stock or other equity
securities; (ii) the number of shares of GCC Common Stock or
other GCC equity securities sold, the consideration received by
GCC and the date of closing; (iii) the total number of
purchasers, and the number of such purchasers who were
" accredited investors" as defined in Rule 501 promulgated under
18<PAGE>
the Securities Act of 1933; (iv) the name of the broker/dealer or
other third party, if any, who acted as placement agent and (v) a
list and brief description of the subscription materials and
disclosure materials delivered to the offerees and purchasers.
Each Private Placement was consummated in compliance with
all applicable federal, state and foreign securities laws, rules
and regulations. The transactions contemplated by this Agreement
will not result in the loss or unavailability of any securities
law exemption utilized or relied upon by GCC in any such Private
Placement
Section 2.3 Subsidiaries. Except as set forth in Schedule
2.3, hereto, GCC does not have any subsidiaries and does not own,
beneficially or of record, any other corporation. GCC has not
issued any guarantee indemnity or charge as security for the
obligations of any of the companies listed on Schedule 2.3 hereto
or of any other person firm or company.
Section 2.4 Options and Warrants. Except as set forth on
Schedule 2.4, there are no outstanding: (a) securities
convertible into or exchangeable for any of GCC's capital stock;
or (b) options, warrants, calls or other rights (including rights
to demand registration or to sell in connection with any
registration by GCC under the Securities Act) to purchase or
subscribe to capital stock of GCC or securities convertible into
or exchangeable for capital stock of GCC. No member of the GCC
Group is a party to any voting trust agreement or other contract,
agreement, arrangement, commitment, plan or understanding
restricting or otherwise relating to voting or dividend rights
with respect to the GCC Common Stock.
Section 2.5 Binding Obligation; No Default. GCC has duly
taken all action necessary to authorize the execution, delivery
and performance of this Agreement and the other instruments and
agreements contemplated hereby. Such execution, delivery and
performance does not and will not, to the best of GCC's
knowledge, constitute a default under or a violation of any
agreement, order, award, judgment, decree, statute, law, rule,
regulation or any other instrument to which GCC is a party or by
which GCC or the property of GCC may be bound or may be subject.
This Agreement constitutes the legal, valid and binding
obligation of GCC, enforceable against GCC in accordance with its
terms.
Section 2.6 Compliance with Other Instruments, etc.
Neither the execution and delivery of this Agreement by GCC nor
compliance by GCC with the terms and conditions of this Agreement
will: (a) require the GCC Group to obtain the consent of any
governmental agency; (b) constitute a material default under any
indenture, mortgage or deed of trust to which GCC is a party or
by which GCC or its properties may be subject; (c) cause the
creation or imposition of any lien, charge or encumbrance on any
of its assets; or (d) breach any statute or regulation of any
19<PAGE>
governmental authority, domestic or foreign, or will on the
Closing Date conflict with or result in a breach or any of the
terms or conditions of any judgment, order, injunction, decree or
ruling of any court or governmental authority, domestic or
foreign, to which GCC is subject.
Section 2.7 Consents. No consent, approval or
authorization of, or declaration, filing or registration with,
any governmental or regulatory authority or any third party is
required to be made or obtained by GCC in connection with the
execution, delivery and performance of this Agreement and the
transactions contemplated hereby.
Section 2.8 Books and Records. The books of account and
other financial records of the GCC Group are complete and correct
in all material aspects. The minute books of GCC, as previously
made available to ITG and its legal counsel, contain records of
all meetings and accurately reflect all other material corporate
action of the stockholders, directors and any committees of the
Board of Directors of GCC.
Section 2.9 Financial Statements. Schedule 2.9 consists of
true and correct copies of the audited financial statements of
GCC and its subsidiaries, including GCC's audited consolidated
balance sheets as of September 30, 1995, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the year ended September 30, 1995, (the "GCC
Audited Financial Statements"); and true and correct copies of
GCC's unaudited consolidated balance sheets as of September 30,
1996, and 1997, and the related Audited consolidated statements
of operations and cash flows for the twelve (12 month periods
ended September 30, 1996, and 1997, (the "GCC Unaudited Financial
Statements"). The GCC Audited Financial Statements, together with
the notes thereto, fairly present the financial position of GCC
and its subsidiaries at September 30, 1995, and the consolidated
results of the operations and the changes in stockholders' equity
and cash flows for GCC and its subsidiaries for the periods
covered by the GCC Audited Financial Statements and have been
prepared in accordance with generally accepted accounting
principals ("GAAP") consistently applied with prior periods. The
GCC Unaudited Financial Statements fairly present the financial
position of GCC and its subsidiaries at September 30, 1996, and
1997, and the consolidated results of the operations and cash
flows for GCC and its subsidiaries for the periods then ended and
have been prepared in accordance with GAAP consistently applied
with prior periods. (The GCC Audited Financial Statements and
GCC Unaudited Financial Statements are collectively referred to
herein as the "GCC Financial Statements.")
Section 2.10 No Undisclosed Liabilities. No member of the
GCC Group has any material liabilities or obligations of any
nature (absolute, accrued, contingent or otherwise) which were
not adequately reflected or reserved against on the GCC Unaudited
Financial Statements dated September 30, 1997. Liabilities or
20<PAGE>
obligations have not been incurred since September 30, 1997 save
in the ordinary course of the GCC Group's business, consistent
with past practice, and pursuant to agreements and activities
disclosed to the ITG Shareholders and which, in any event, in the
aggregate, would not have a Material Adverse Effect.
Section 2.11 Absence of Certain Changes. Since its
September 30, 1997 the GCC Group has not:
(a) Permitted or allowed any of its property or assets
(real, personal or mixed, tangible or intangible) to be subjected
to any mortgage, pledge, lien, security interest, encumbrance,
restriction or charge of any kind;
(b) Canceled any debts or waived any claims or rights;
(c) Sold, transferred or otherwise disposed of any of
its assets;
(d) Disposed of or permitted to lapse any rights to
the use of any Trade Name necessary to permit GCC to conduct its
business or develop its products, or disposed of or disclosed to
any person, other than representatives of ITG, any Proprietary
Information or Technical Information not theretofore a matter of
public knowledge necessary to permit GCC to conduct its business
or develop its products;
(e) Granted any increase in the compensation of
officers or employees, details of which are set forth in Schedule
2.11 hereto, (including any such increase pursuant to any bonus,
pension, profit sharing or other plan or commitment) or any
increase in the compensation (including, without limitation,
salary and bonus) payable or to become payable to any officer or
key employee;
(f) Made any capital expenditure or commitment for
additions to property, plant, equipment or intangible capital
assets;
(g) Declared, paid or set aside for payment any
dividend or other distribution in respect of its capital stock or
redeemed, purchased or otherwise acquired, directly or
indirectly, any shares of capital stock or other securities of
GCC;
(g) Made any change in any method of accounting or
accounting practice;
(h) Paid, loaned or advanced any amount to, or sold,
transferred or leased any properties or assets (real, personal or
mixed, tangible or intangible) to, or entered into any agreement
or arrangement with, any "Affiliate" or "Associate" of GCC as
such terms are defined in Rule 405 promulgated by the Commission
under the Securities Act, or any officer, director or stockholder
21<PAGE>
of GCC (collectively, "Affiliates" or individually, an
"Affiliate");
(j) Made any gifts, or sold, transferred or exchanged
any property of any material value for less than the fair value
thereof;
(k) Suffered any material casualty loss or damage
(whether or not covered by insurance); or
(m) Agreed, whether in writing or otherwise, to take
any action described in this Section 2.11.
Section 2.12 Plant and Equipment. The material plants,
buildings, fixtures, structures and equipment owned, leased or
used by the GCC Group are in good operating condition and repair,
ordinary wear and tear excepted, are adequate for the uses to
which they are being put.
Section 2.13 Leases. No company in the GCC Group is a party
to any current leases.
Section 2.14 Tax Returns. True and correct copies of GCC's
Tax Returns and Statements (as defined herein)for each company in
the GCC Group have been delivered to ITG and are attached as
Schedule 2.14 hereto. GCC has: (a) filed or has caused to be
filed all federal, state and local and all material foreign,
territorial, franchise, income, sales, gross receipts and all
other tax returns and statements required to be filed by each
company in the GCC Group or on its behalf and which were due
prior to the date of this Agreement (the "Tax Returns and
Statements"); (b) paid within the time and in the manner
prescribed by law all Taxes (as defined below), due for all
periods ending on or prior to the date of this Agreement, except
with respect to Taxes which are immaterial in amount and the
failure to so pay or file would not result in material penalties
and would not have a Material Adverse Effect; and (c) established
adequate reserves for the payment of all unpaid Taxes as of the
date of the GCC Financial Statements. The Tax Returns and
Statements are true, complete and accurate, in all material
respects. Since January 31, 1997, no tax assessment or
deficiency has been made against any company in the GCC Group nor
has any notice been given of any actual or proposed assessment or
deficiency which has not been paid or for which an adequate
reserve has not been set aside. Except as set forth in such Tax
Returns and Statements, the Tax Returns and Statements are not
presently, nor have they since GCC's inception been, the subject
of any audit or other administrative or court proceeding by any
federal, territorial, state, local or foreign governmental
agency. No company in the GCC Group has not received any notice
that any of the Tax Returns and Statements is now being or will
be examined or audited, and no consents extending any applicable
statute of limitations have been filed.
22<PAGE>
Section 2.15 Transactions with Affiliates. No Affiliate of
GCC has any interest, directly or indirectly, in any lease, lien,
contract, license, encumbrance, loan or other agreement to which
any company in the GCC Group is a party, or any interest in any
competitor, supplier or customer of GCC. No company in the GCC
Group is indebted, directly or indirectly, to any Affiliate of
GCC, for any liability or obligation, whether arising by reason
of stock ownership, contract, oral or written agreement or
otherwise.
No Affiliate: (a) is a party to any contract or arrangement
with any company in the GCC Group pursuant to which it directly
provides material services to any company in the GCC Group; or
(b) is a party to any contract or arrangement with a third party,
to which any company in the GCC Group is not a party, but under
which any company in the GCC Group receives any material amount
of goods or services from said third party. All goods and
services provided to GCC by any of GCC's Affiliates and all goods
and services provided to any of GCC's Affiliates by any company
in the GCC Group, at any time since GCC's inception have been
charged to the recipient at a price that would have been
acceptable to an unrelated third party receiving such goods and
services in an arm's-length transaction with the provider.
Section 2.16 Litigation.
(a) There is no pending or, to the best knowledge of
GCC, threatened complaint, charge, claim, action, suit or
arbitration proceeding before any federal, territorial, state,
municipal, foreign or other court or governmental or
administrative body or agency, or any private arbitration
tribunal or any investigation or inquiry before any federal,
territorial, state, municipal, foreign or other court or
governmental or administrative body or agency against, relating
to or affecting (i) any company in the GCC Group or any director,
officer, agent or employee thereof in his or her capacity as
such, (ii) the assets, properties or business of any company in
the GCC Group, or (iii) the transactions contemplated by this
Agreement, nor, to the best knowledge of GCC, is there any basis
for any such complaint, charge, claim, action, suit, arbitration
proceeding, investigation or inquiry which could have a Material
Adverse Effect
(b) There is not in effect any order, judgment or
decree of any court or governmental or administrative body or
agency enjoining, barring, suspending, prohibiting or otherwise
limiting any company in the GCC Group or, to the best knowledge
of GCC, any officer, director, employee or agent thereof from
conducting or engaging in any aspect of the business of the GCC
Group, or requiring any company in the GCC Group or, to the best
knowledge of GCC, any officer, director, employee or agent
thereof to take certain action with respect to any aspect of the
business of the GCC Group which could reasonably be anticipated
to have a Material Adverse Effect; and
23<PAGE>
(c) No company in the GCC Group is in violation of or
default under any applicable order, judgment, writ, injunction or
decree of any federal, territorial, state, municipal, foreign or
other court or regulatory authority.
Section 2.17 No Condemnation or Expropriation. Neither the
whole nor any portion of the leaseholds or any other assets of
the GCC Group is subject to any governmental decree or order to
be sold or is being condemned, expropriated or otherwise taken by
any public authority with or without payment of compensation
therefor, nor, to the best knowledge of GCC, has any such
condemnation, expropriation or taking been proposed.
Section 2.18 Absence of Questionable Payments. To the
best knowledge of GCC, no company in the GCC Group nor any of its
directors, officers, agents, employees or other persons acting on
behalf of the GCC Group or for the benefit of the GCC Group has
used any corporate or other funds for unlawful contributions,
payments, gifts, or entertainment, or made any unlawful
expenditures relating to political activity to government
officials or others or established or maintained any unlawful or
unrecorded funds for such purpose. To the best knowledge of GCC
no company in the GCC Group nor any of its directors, officers,
agents, employees or other persons acting on its behalf or for
its benefit has accepted or received any unlawful contributions,
payments, gifts or expenditures.
Section 2.19 Accuracy of Information Furnished. No
representation or warranty by GCC contained in this Agreement or
in respect of the exhibits, schedules or documents delivered to
ITG by GCC and expressly referred to herein, and no statement
contained in any certificate furnished or to be furnished by or
on behalf of GCC pursuant hereto, or in connection with the
transactions contemplated hereby, contains, or will contain as of
the date such representation or warranty is made or such
certificate is or will be furnished, and as of the Closing Date,
any untrue statement of a material fact, or omits, or will omit
to state as of the date such representation or warranty is made
or such certificate is or will be furnished, any material fact
which is necessary to make the statements contained herein or
therein, in light of the circumstances under which they were
made, not misleading. True and correct copies of each agreement
and other document referred to in the schedules hereto have been
furnished by GCC to ITG.
Section 2.20 Title to Trade Names. To the best knowledge
of GCC, GCC has good and marketable title to its Trade Names and
they are free and clear of any lien, mortgage, charge, security
interest, pledge or other encumbrance or other adverse claim or
interest of any nature. GCC is the sole and exclusive owner of
its Trade Names, and in full force and effect as of the Date of
the Agreement GCC has the right and power to assign each of its
Trade Names and made no prior transfer, sale or assignment of all
or any part of the Trade Names and the exploitation of the Trade
24<PAGE>
Names do not and will not infringe the rights granted to any
other person by any United States or other proprietary interest
of any kind or nature. " Trade Names " shall mean the trade
names, trade marks, service marks and logos set forth in Schedule
2.20.
Section 2.21 Real Properties. No company in the GCC group
owns or has any interest in any real property.
Section 2.22 Title and Related Matters. GCC has good and
marketable title to and is the sole and exclusive owner of all of
its material properties, inventory, interests in properties and
assets, real and personal, copyrights, trademarks, service marks
and Trade Names (collectively, the "GCC Assets") which are
reflected in the most recent GCC balance sheet and the GCC
Schedules or acquired after that date (except properties,
interests in properties and assets sold or otherwise disposed of
since such date in the ordinary course of business), free and
clear of all liens, pledges, charges or encumbrances except: (a)
statutory liens or claims not yet delinquent; (b) such
imperfections of title and easements as do not, and will not,
materially detract from or interfere with the present or proposed
use of the properties subject thereto or affected thereby or
otherwise materially impair present business operations on such
properties; and (c) as described in the GCC Schedules. Except as
set forth in the GCC Schedules, GCC owns free and clear of any
liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever, any and all
products which the GCC Group is currently manufacturing,
including the underlying technology and data, and all procedures,
techniques, marketing plans, business plans, methods of
management or other information utilized in connection with GCC's
business. Except as set forth in the GCC Schedules, no third
party has any right to, and GCC has not received any notice of
infringement of or conflict with asserted rights of others with
respect to any product, technology, data, trade secrets, know-
how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have
a Material Adverse Effect.
Section 2.23 Title to the Exchanged GCC Stock. Upon the
fulfilment of all conditions set forth in the Escrow Agreement
and delivery of all the certificates and schedules called for in
this agreement and the release by the Escrow Agent to the ITG
Shareholders of the certificates relating to the Exchanged GCC
Stock, the ITG Shareholders will receive good and marketable
title to the Exchanged GCC Stock and all of the Exchanged GCC
Stock shall be received by The ITG Shareholders as validly
issued, fully paid and nonassessable, free and clear of all
pledges, liens, encumbrances, security interests, equities,
options, claims, charges, limitations on voting rights or rights
to receive dividends, or other restrictions of any kind (other
25<PAGE>
than any generally imposed by federal, corporate or territorial
securities laws or as otherwise provided for in this Agreement).
Section 2.24 Compliance With Exchange Act. Except as
referred to in Schedule 2.24, as of the date of this Agreement,
GCC shall be current in all filings required to be tendered to
the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act")and to the best knowledge of GCC
is not in violation of any provision of the Exchange Act or of
any rule or regulation promulgated thereunder. ITG has heretofore
been furnished with true, complete and correct copies of the
following: (a) GCC's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1996, as filed with the Commission, and
(b) all other reports or registration statements filed by GCC
with the Commission since September 30, 1995 (collectively, the
"Commission Filings"). Since March 31, 1990, GCC has filed all
reports, registration statements and other documents required to
be filed by it under the Exchange Act. The Commission Filings
were prepared in accordance and complied in all material respects
with the applicable requirements of the Securities Act or the
Exchange Act, as the case may be. None of such forms, reports
and statements, including, without limitation, any financial
statements, exhibits and schedules included therein and documents
incorporated therein by reference, at the time filed, or declared
or it became effective, as the case may be, contained, or now
contains, and at the date of this Agreement will contain, an
untrue statement of a material fact or omitted or will omit to
state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Section 2.25 Securities Warranties With respect to the
Exchanged ITG Stock to be delivered by the ITG Shareholders
pursuant to the provisions of Section 3.2 hereof, GCC hereby
represents and warrants to ITG and the ITG Shareholders that:
(a) The shares of Exchanged ITG Stock are being acquired
for the account of GCC and not with a view to sale;
(b) GCC is acquiring the Exchanged ITG Stock hereunder
without having received any form of general solicitation or
general advertising;
(c) GCC or its representatives, if any, have been provided
with, or given reasonable access to, full and fair disclosure of
all material information concerning ITG;
(d) GCC hereby acknowledges that:
(i) the shares of Exchanged ITG Stock referred to herein are
being acquired after adequate investigation of the business plan
and prospects of ITG;
26<PAGE>
(ii) GCC is not relying upon the accuracy of any predictions
as to the future prospects or developments of ITG or its business
and is well informed as to the business of ITG and has reviewed
its operations and financial statements;
(iii) GCC or its professional advisors have discussed the
financial condition and business operations of ITG with the
officers, directors and principal stockholders of ITG and has
been afforded the opportunity to ask questions with respect
thereto; and
(iv) GCC specifically acknowledges that the shares of
Exchanged ITG Stock are speculative and involve a very high
degree of risk and that there can be no assurance that ITG will
achieve its business objectives or, in particular, that it will
ever have cash available for distribution to its stockholders.
Section 2.26 GCC Schedules. GCC shall cause the GCC
Schedules and the instruments to be delivered by GCC hereunder
to be updated after the date hereof up to and including the date
of release of the Escrowed Shares pursuant to Section 3.2.
ARTICLE III
DELIVERY OF SHARES
Section 3.1 Appointment of Director Immediately following
the signing of this agreement Gary Robinson and Richard George,
being two of the ITG Shareholders, shall be appointed as
directors of GCC.
Section 3.2 Escrow Arrangements Immediately following the
signing of this agreement the ITG Shareholders shall deliver to
the Escrow Agent duly executed transfers and their share
certificates in respect of the Exchanged ITG Stock and GCC shall
issue credited as fully paid 10,000,000 shares of US$ 0.02 par
value shares of the Common Stock of GCC in the names of the ITG
Shareholders and in proportion to their holdings of the Exchanged
ITG Stock as set out in Schedule 1.2 as the first tranche of the
Exchanged GCC Stock and shall deliver to the Escrow Agent the
certificates therefor. The issuance of such stock by GCC shall
be made in compliance with all applicable federal state and
foreign securities law.
The Escrow Agent shall be Shadbolt & Co of Chatham Court
Lesbourne Road Reigate Surrey RH2 7LD and the Escrow Agent and
the parties hereto shall enter into an escrow agreement in the
form set forth in Schedule 3.2. The Exchanged ITG Stock and the
Exchanged GCC Stock are referred to herein as the Escrowed Shares
and the date when the Escrowed Shares are released by the Escrow
Agent pursuant to the said escrow agreement is referred to herein
as the Share Delivery Date.
Section 3.3 Raising of Additional Capital It shall be a
condition precedent to the release of the Escrowed Shares that by
27<PAGE>
no later than 31 January 1998 or such later date calculated in
accordance with Section 3.4 (" the Relevant Date ") GCC shall
have raised an aggregate net amount of US$ 5,000,000 of
investment capital (after discharging all liabilities shown in
the audited consolidated balance sheet of GCC as at 30 September
1997 and after discharging all costs and expenses other than
those entered in Schedule 7.1) by way of a further issue of GCC
Common Stock or by such other means as shall be agreed by the ITG
Shareholders. If such condition shall not have been satisfied or
waived by ITG by the Relevant Date, this Agreement shall be null
and void and no party shall have any claim against another by
reason thereof.
Section 3.4 ITG Audited Financial Statements The ITG
Shareholders shall use all reasonable endeavours to ensure that
the audited financial statements for ITG and its subsidiaries for
the year ended 30 September 1997 are delivered to GCC by no later
than December 31st, 1997. If such financial statements are not
delivered by such date the Relevant Date shall be extended to the
date one month after the date of delivery to GCC of such audited
financial statements. If such audited financial statements have
not been so delivered by 31st January 1998 GCC may at its option
terminate this agreement and no party shall have any claim
against another by reason thereof.
Section 3.5 GCC Audited Financial Statements GCC shall
use all reasonable endeavours to ensure that the audited
financial statements for GCC and its subsidiaries for the year
ended 30 September 1997 are delivered to ITG by no later than
December 31st, 1997. If such financial statements have not been
so delivered by 31st December 1997, ITG may at its option
terminate the agreement and no party shall have any claim against
the other by reason thereof.
Section 3.6 Additional Shares of GCC Common Stock
following the raising of US$ 5,000,000 and the issue of the GCC
Common Stock referred to in section 3.3 GCC shall issue credited
as fully paid such a number of additional shares of GCC Common
Stock in the names of the ITG Shareholders and in proportion to
their holdings of the Exchanged ITG Stock as shall when added to
the 10,000,000 shares of GCC Common Stock referred to in section
3.2, equal 50% of all the issued and outstanding shares of GCC
Common Stock at that time (including the Exchanged GCC Stock) and
GCC shall deliver to the Escrow Agent the certificates therefor.
The issuance of such stock shall be made by GCC in compliance
with all applicable federal state and foreign securities law.
Section 3.7 Employment Contracts On the date of release
of the Escrowed Shares each of Gary Robinson and Richard George
shall enter into an employment contract with GCC in substantially
the form set out in Schedule 3.7
Section 3.8 Conditions to Delivery of Shares from Escrow
Before the Exchanged ITG Stock and Exchanged GCC Stock shall be
28<PAGE>
delivered by the Escrow Agent, each of the respective parties
hereto shall execute, acknowledge and deliver (or shall cause to
be executed, acknowledged, and delivered) any and all
certificates, opinions, financial statements, schedules,
agreements, resolutions, rulings, or other instruments required
by this Agreement to be so delivered at or prior to such
Delivery, together with such other items as may be reasonably
requested by the parties hereto and their respective legal
counsel in order to effectuate or evidence the transactions
contemplated hereby. However, in no event shall the Delivery of
Exchanged ITG Stock and Exchanged GCC Stock occur without the
satisfaction or waiver of the conditions set forth in Sections
3.3 and Articles 5 and 6 of this Agreement.
Section 3.9 Termination.
(a) This Agreement may be terminated by the board of
directors of GCC or by the ITG Shareholders by notice in writing
to the other (with a copy to the Escrow Agent) at any time prior
to the release of the Exchanged ITG Stock and the Exchanged GCC
stock by the Escrow Agent if:
(i) there shall be any actual or threatened action or
proceeding before any court or any governmental body which shall
seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of such
boards of directors, made in good faith and based on the advice
of their legal counsel, makes it inadvisable to proceed with the
merger and consolidation contemplated by this Agreement; or
(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is
required to consummate such transactions or in the judgment of
such boards of directors, made in good faith and based on the
advice of counsel, there is substantial likelihood that any such
approval will not be obtained or will be obtained only on a
condition or conditions which would be unduly burdensome, making
it inadvisable to proceed with the merger and consolidation.
In the event of termination pursuant to this paragraph (a)
of Section 3.9, no obligation, right or liability shall arise
hereunder, and each party shall bear all of the expenses incurred
by it in connection with the negotiation, drafting and execution
of this Agreement and the transactions herein contemplated;
(b) This Agreement may be terminated at any time prior to
the Share Delivery Date by action of the Board of Directors of
GCC, if the ITG Shareholders shall fail to comply in any material
respect with any of their covenants or agreements contained in
this Agreement or if any of the representations or warranties of
ITG contained herein shall be inaccurate in any material respect.
If this Agreement is terminated pursuant to this paragraph (b) of
Section 3.9, this Agreement shall be of no further force or
29<PAGE>
effect, and no obligation, right or liability shall arise
hereunder; and
(c) This Agreement may be terminated at any time prior to
the Share Delivery Date by the ITG Shareholders if GCC shall fail
to comply in any material respect with any of its covenants or
agreements contained in this Agreement or if any of the
representations or warranties of GCC contained herein shall be
inaccurate in any material respect. If this Agreement is
terminated pursuant to this paragraph (c) of Section 3.9, this
Agreement shall be of no further force or effect and no
obligation, right or liability shall arise hereunder.
ARTICLE IV
SPECIAL COVENANTS
Section 4.1 Access to Properties and Records. GCC and ITG
will each afford the other or their respective authorized
representatives, full access to the properties, books and records
of GCC and ITG, as the case may be, in order that each may have
full opportunity to make such reasonable investigation as it or
he shall desire to make of the affairs of the other, and each
will furnish the other with such additional financial and
operating data and other information as to the business and
properties of GCC, and ITG, as the case may be, as the other
shall from time to time reasonably request.
Section 4.2 Availability of Rule 144. Each of the parties
acknowledge that the Exchanged GCC Stock to be issued pursuant to
this Agreement will be "restricted securities," as that term is
defined in Rule 144 promulgated pursuant to the Securities Act.
GCC is under no obligation, except as set forth herein, to
register such shares under the Securities Act. Notwithstanding
the foregoing, however, GCC will: (a) make publicly available on
a regular basis not less than semiannually, business and
financial information regarding GCC so as to make available to
the stockholders of GCC the provisions of Rule 144 pursuant to
subparagraph (c)(1) thereof timely file with the US Securities
and Exchange Commission all reports required to be filed by GCC
pursuant to the provisions of the Exchange Act and the rules and
regulations promulgated thereunder; and (c) within ten (10)
days of any written request of any stockholder of GCC, GCC will
provide to such stockholder written confirmation of compliance
with such of the foregoing subparagraph as may then be
applicable. The stockholders of GCC holding restricted
securities of GCC as of the date of this Agreement, and their
respective heirs, administrators, personal representatives,
successors and assigns, are intended third party beneficiaries of
the provisions set forth herein. The ITG Shareholders shall
execute and deliver to GCC an Investment Intent Letter in the
form of Schedule 4.2, hereof. The covenants set forth in this
Section 4.2 shall survive the Closing and the consummation of the
transactions herein contemplated.
30<PAGE>
Section 4.3 Information for GCC Registration Statement and
Public Reports. To the extent available, the ITG Shareholders
will furnish GCC with all information concerning ITG and the ITG
Shareholders, including all financial statements, required for
inclusion in any registration statement or public report required
to be filed by GCC pursuant to the Securities Act, the Exchange
Act or any other applicable federal or state law. The ITG
Shareholders represent and warrant to GCC that, to the best of
their knowledge and belief, all information so furnished for
either such registration statement or other public release by
GCC, including the financial statements described in Section 1.9,
shall be true and correct in all material respects without
omission of any material fact required to make the information
stated not misleading.
Section 4.4 Special Covenants and Representations Regarding
the Exchanged GCC Stock. The consummation of this Agreement and
the transactions herein contemplated, including the issuance of
the Exchanged GCC Stock to the ITG Shareholders as contemplated
hereby, constitutes the offer and sale of securities under the
Securities Act, and applicable state statutes. Such transaction
shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such
statutes which depend, inter alia, upon the circumstances under
which ITG acquire such securities.
Section 4.5 Third Party Consents. GCC, ITG and the ITG
Shareholders agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and
the transactions herein and therein contemplated.
Section 4.6 Actions Prior to Share Delivery Date
(a) From and after the date of this Agreement until the
Share Delivery Date and except as set forth in the GCC or ITG
Schedules or as permitted or contemplated by this Agreement, GCC
and ITG respectively, will each:
(i) carry on its business activities in substantially
the same manner as it has heretofore;
(ii) maintain and keep its properties in states of
reasonable repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage due to
casualty;
(iii) maintain in full force and effect insurance
comparable in amount and in scope of coverage to that now
maintained by it;
(iv) perform in all material respects all of its
obligations under material contracts, leases and instruments
relating to or affecting its assets, properties and business;
31<PAGE>
(v) use its reasonable commercial efforts to maintain
and preserve its business organization intact, to retain its key
employees and to maintain its relationship with its material
suppliers and customers; and
(vi) fully comply with and perform in all material
respects all obligations and duties imposed on it by all federal
and state laws and all rules, regulations and orders imposed by
federal or state governmental authorities.
(b) From and after the date of this Agreement until the
Share Delivery Date, neither GCC nor ITG will:
(i) except as otherwise specifically set forth
herein, make any change in their respective certificates or
articles of incorporation or bylaws;
(ii) take any action described in Section 1.11 in the
case of ITG, or in Section 2.11, in the case of GCC (all except
as permitted therein or as disclosed in the applicable party's
schedules); or
(iii) enter into or amend any contract, agreement or
other instrument of any of the types described in such party's
schedules, except that ITG or any or its subsidiaries may enter
into or amend any contract, agreement or other instrument in the
ordinary course of business involving the sale of goods or
services.
Section 4.7 Indemnification.
(a) ITG hereby agrees to indemnify GCC as of the date of
execution of this Agreement and as of the Share Delivery Date
against any loss, liability, claim, damage or expense (including,
but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any
litigation, commenced or threatened or any claim whatsoever), to
which it or they may become subject arising out of or based on
any inaccuracy appearing in or misrepresentation made in this
Agreement. The indemnification provided for in this paragraph
shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement; and
(b) GCC hereby agrees to indemnify ITG and the ITG
Shareholders as of the date of execution of this Agreement and as
of the Share Delivery Date against any loss, liability, claim,
damage or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened or any claim whatsoever), to which it or they may
become subject arising out of or based on any inaccuracy
appearing in or misrepresentation made in this Agreement. The
indemnification provided for in this Paragraph shall survive the
Closing and consummation of the transactions contemplated hereby
32<PAGE>
and termination of this Agreement. Closing and consummation of
the transactions contemplated hereby and termination of this
Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS
OF GCC
The obligations of GCC under this Agreement are subject to
the satisfaction, at or before the Share Delivery Date, of the
following conditions:
Section 5.1 Accuracy of Representations. The
representations and warranties made by ITG in this Agreement were
true when made and shall be true at the Share Delivery Date with
the same force and effect as if such representations and
warranties were made as of the date of this Agreement (except for
changes therein permitted by this Agreement), and ITG shall have
performed or complied with all covenants and conditions required
by this Agreement to be performed or complied with by ITG prior
to or at the share delivery date. GCC shall be furnished with a
certificate, signed by ITG and dated the Share Delivery Date, to
the foregoing effect.
Section 5.2 Officer's Certificate. GCC shall have been
furnished with a certificate dated the Share Delivery Date and
signed by duly authorized officers of ITG to the effect that no
litigation, proceeding, investigation or inquiry is pending or,
to the best knowledge of ITG, threatened, which might result in
an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not
disclosed in the ITG Schedules, by or against ITG, which might
result in any material adverse change in any of the assets,
properties, business or operations of ITG, in the form of
Schedule 5.2.
Section 5.3 No Material Adverse Change. Prior to the Share
Delivery Date, there shall not have occurred any material adverse
change in the financial condition, business or operations of nor
shall any event have occurred which, with the lapse of time or
the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of ITG.
Section 5.4 Opinion of Counsel to ITG. GCC shall receive
an opinion, dated the Share Delivery Date, of Robin Bridge and
John Liu, counsel to ITG, in substantially the following form:
(a) ITG is a corporation duly organized, validly existing,
and in good standing under the laws of Hong Kong and has the
corporate power and is duly authorized and qualified under all
material applicable laws, regulations, ordinances and orders of
public authorities to own all of its properties and assets and to
conduct its business as now conducted;
33<PAGE>
(b) To the best knowledge of such counsel, the execution
and delivery by ITG and the ITG Shareholders of this Agreement
and the consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not conflict
with or result in the breach of ITG's Memorandum and Articles of
Association or constitute a default or give rise to a right of
termination, cancellation or acceleration under any material
mortgage, indenture, deed of trust, license, agreement or other
obligation or violate any court order, writ, injunction or decree
applicable to ITG and the ITG Shareholders;
(c) Except as disclosed on Schedule 1.3 to the Agreement,
ITG has no subsidiaries;
(d) The authorized capitalization of ITG consists of
10,000 ordinary shares of stock, par value HK$1.00 per share. As
of the Share Delivery Date, there are 10,000 shares of common
stock issued and outstanding. All issued and outstanding shares
are legally issued, fully paid and nonassessable and not issued
in violation of the preemptive rights of any person. To the best
of such counsel's knowledge, except as set forth above, there are
no outstanding: (i) securities convertible into or exchangeable
for any of ITG's capital stock; or (ii) options, warrants, calls
or other rights. To the best of such counsel's knowledge, ITG
and the ITG Shareholders are not parties to any voting trust
agreement or other contract, agreement, arrangement, commitment,
plan or understanding restricting or otherwise relating to voting
or dividend rights with respect to ITG's common stock;
(e) The shares of Exchanged ITG Stock will be, when
transferred in accordance with the terms hereof, legally issued,
fully paid and nonassessable and not issued in violation of the
rights of any person and shall be free and clear of all liens,
encumbrances, security interests, equities, options, claims,
charges, limitations on voting rights or rights to receive
dividends, or other restrictions of any kind (other than any
generally imposed by federal, corporate or territorial securities
laws or as otherwise provided for in this Agreement);
(f) To the best of such counsel's knowledge, the execution
and delivery of this Agreement and consummation of the
transactions contemplated hereby have been duly authorized and
approved by all necessary action of the Board of Directors and/or
shareholders of ITG. This Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal and
binding obligations of ITG and the ITG Shareholders, except as
limited by bankruptcy and insolvency laws and by other laws
affecting the rights of creditors generally;
(g) To the best knowledge of such legal counsel, except as
set forth in the ITG Schedules, there are no actions, suits or
proceedings pending or threatened by or against or affecting ITG
or their properties, at law or in equity, before any court or
34<PAGE>
other governmental department or instrumentality, domestic or
foreign or before any arbitrator of any kind;
(h) To the best of such counsel's knowledge, no consent,
approval or authorization of or filing or registration with any
governmental body of Hong Kong or other governmental agency
whatsoever is required for the execution and delivery of this
Agreement or the consummation of the transactions contemplated by
this Agreement; and
(i) Subject to approval by the Board of Directors of ITG to
the transfer of shares contemplated by this Agreement, upon
delivery to GCC of the share certificates described in Section
3.2 of this Agreement together with duly signed and stamped
Bought and Sold Notes and Instruments of Transfer, GCC will
receive good and marketable title to the Exchanged ITG Stock,
which shall constitute one hundred percent (100%) of the issued
and outstanding capital stock of ITG.
Section 5.5 Other Items. GCC shall have received such
further documents, certificates or instruments relating to the
transactions contemplated hereby as GCC may reasonably request,
for the purpose of complying with any legislation, rule or
regulation.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF ITG
AND THE ITG SHAREHOLDERS
The obligations of ITG and the ITG shareholders under
this Agreement are subject to the satisfaction, at or before the
Share Delivery Date, of the following conditions:
Section 6.1 Accuracy of Representations. The
representations and warranties made by GCC in this Agreement were
true when made and shall be true as of the Share Delivery Date
(except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties
were made at and as of the date of this Agreement, and GCC shall
have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by
GCC prior to or at the Share Delivery Date. ITG shall have been
furnished with a certificate, signed by a duly authorized
executive officer of GCC and dated the Share Delivery Date, to
the foregoing effect.
Section 6.2 Officer's Certificate. ITG shall have been
furnished with a certificate dated the Share Delivery Date and
signed by duly authorized officers of GCC to the effect that no
litigation, proceeding, investigation or inquiry is pending or,
to the best knowledge of GCC, threatened, which might result in
an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not
disclosed in the GCC Schedules, by or against GCC, which might
35<PAGE>
result in any material adverse change in any of the assets,
properties, business or operations of GCC, in the form of
Schedule 6.2.
Section 6.3 No Material Adverse Change. Prior to the Share
Delivery Date, there shall not have occurred any material adverse
change in the financial condition, business or operations of, nor
shall any event have occurred which, with the lapse of time or
the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of,
GCC.
Section 6.4 Opinion of Counsel to GCC. ITG shall receive
an opinion, dated the Share Delivery Date, of Matthias & Berg
LLP, counsel to GCC, who may deliver an opinion with respect to
issues of Delaware, in substantially the following form:
(a) GCC is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware, and
has the corporate power and is duly authorized, qualified,
franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all
material respects as it is now being conducted, including
qualification to do business as a foreign corporation in the
states in which the character and location of the assets owned by
it or the nature of the business transacted by it requires
qualification;
(b) To the best knowledge of such legal counsel, the
execution and delivery by GCC of this Agreement and the
consummation of the transactions contemplated by this Agreement
in accordance with the terms hereof will not conflict with or
result in the breach of any term or provision of GCC's articles
of incorporation or bylaws or constitute a default or give rise
to a right of termination, cancellation or acceleration under any
material mortgage, indenture, deed of trust, license agreement or
other obligation or violate any court order, writ, injunction or
decree applicable to GCC or its properties or assets;
(c) The authorized capitalization of GCC consists of
25,000,000 shares of common stock, par value US$0.02 per share.
As of the date of this Agreement, there are approximately
10,000,000 shares of GCC Common Stock issued and outstanding.
All issued and outstanding shares are legally issued, fully paid
and nonassessable and not issued in violation of the preemptive
rights of any person. To the best of such counsel's knowledge,
except as set forth in Schedule 2.4 of this Agreement, there are
no outstanding: (i) securities convertible into or exchangeable
for any of GCC's capital stock; or (ii) options, warrants, calls
or other rights (including rights to demand registration or to
sell in connection with any registration by GCC under the
Securities Act) to purchase or subscribe to capital stock of GCC
or securities convertible into or exchangeable for capital stock
36<PAGE>
of GCC. GCC is a party to any voting trust agreement or other
contract, agreement, arrangement, commitment, plan or
understanding restricting or otherwise relating to voting or
dividend rights with respect to the GCC Common Stock;
(d) The shares of GCC Common Stock to be issued to the ITG
Shareholders pursuant to the terms of this Agreement will be,
when issued in accordance with the terms hereof, legally issued,
fully paid and nonassessable and not issued in violation of the
rights of any person and will be issued in compliance with all
applicable federal and state laws;
(e) To the best of such counsel's knowledge, the execution
and delivery of this Agreement and consummation of the
transactions contemplated hereby have been duly authorized and
approved by all necessary action of each of the Boards of
Directors and stockholders of GCC, and there are no dissenters'
rights or rights of appraisal with respect to the authorization,
approval, execution and completion of the transactions
contemplated by this Agreement. This Agreement has been duly and
validly authorized, executed, and delivered and constitutes the
legal and binding obligation of GCC, except as limited by
bankruptcy and insolvency laws and by other laws affecting the
rights of creditors generally;
(f) To the best knowledge of such counsel, except as set
forth in the GCC Schedules, there are no actions, suits or
proceedings pending or threatened by or against GCC or affecting
GCC's properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or
before any arbitrator of any kind;
(g) To the best of such counsel's knowledge, no consent,
approval or authorization of or filing or registration with any
governmental body or agency of the United States federal
government or of any state is required for the execution and
delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement. GCC has taken all
actions required by the applicable laws of the State of Delaware
to permit the issuance of the shares of Exchanged GCC Stock to
ITG; and
(h) Upon delivery to ITG of the certificates described in
Section 3.2 of this Agreement, ITG will receive good and
marketable title to the Exchanged GCC Stock, all of such
Exchanged GCC Stock shall be received by ITG as validly issued,
fully paid and nonassessable, free and clear of all liens,
encumbrances, security interests, equities, options, claims,
charges, limitations on voting rights or rights to receive
dividends, or other restrictions of any kind (other than any
generally imposed by federal, corporate or territorial securities
laws or as otherwise provided for in this Agreement).
37<PAGE>
Section 6.5 Other Items. ITG and the ITG Shareholders
shall have received such further documents, certificates, or
instruments relating to the transactions contemplated hereby as
he may reasonably request for the purpose of complying with any
legislation, rule or regulation.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Brokers and Finders. Except as set forth in
Schedule 7.1 hereto, neither GCC, ITG, nor the ITG Shareholders
nor any of their respective officers, directors, agents or
employees has employed any investment banker, broker or finder,
or incurred any liability on behalf of GCC, ITG or the ITG
Shareholders, as the case may be, for any investment banking
fees, brokerage fees, commissions or finders' fees, in connection
with the transactions contemplated by this Agreement. The
parties each agree to indemnify the other against any other claim
by any third person for any commission, brokerage or finder's fee
or other payment with respect to this Agreement or the
transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the
indemnifying party.
Section 7.2 Law, Forum and Jurisdiction. This Agreement
shall be construed and interpreted in accordance with the laws of
the State of Delaware. The parties agree that any dispute
arising under this Agreement, whether during the term of the
Agreement or at any subsequent time, shall be resolved
exclusively in the courts of the State of Delaware and the
parties hereby submit to the jurisdiction of such courts for all
purposes provided herein and appoint the Secretary of State of
the State of Delaware as agent for service of process for all
purposes provided herein.
Section 7.3 Notices. Any notices or other communications
required or permitted hereunder shall be sufficiently given if
personally delivered to it or sent by overnight mail, registered
mail or certified mail, postage prepaid, or by prepaid telegram,
or when telecopied and followed by confirmation copy hand-
delivered or sent by first class mail, addressed as follows:
If to the
ITG: The International Technology
Group Limited
Suite 4B, Hang Lung House,
184-192 Queen's Road
Central Hong Kong
Telephone no. (___) ___________
Facsimile no. (011) 44-1825-768039
38<PAGE>
With copies to: Shadbolt & Co.
Chatham Court
Lesbourne Road
Reigate, Surry RH2 7LD
England
Attn: Andrew J. Trotter, Esq.
Telephone no. (011) 441 737 226277
Facsimile no. (011) 441 737 226165
If to GCC, to: Greater China Corporation
27 East 61st Street
New York, New York 10021
Attn: John W. Allen,Chairman and
CEO
Telephone no. (212) 935-0561
Facsimile no. (212) 935-6758
With copies to: Matthias & Berg LLP
Attorneys at Law
1990 South Bundy Drive, Suite 790
Los Angeles, California 90025
Attn: Jeffrey P. Berg, Esq.
Telephone no. (310) 820-0083
Facsimile no. (310) 820-8313
The ITG Shareholders
(See Schedule 1.2)
or such other addresses as shall be furnished in writing by any
party in the manner for giving notices hereunder, and any such
notice or communication shall be deemed to have been given as of
the date so delivered, mailed or telegraphed.
Section 7.4 Attorneys' Fees. In the event that any party
institutes any action or suit to enforce this Agreement or to
secure relief from any default hereunder or breach hereof, the
breaching party or parties shall reimburse the non-breaching
party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
Section 7.5 Confidentiality. Each party hereto agrees with
the other parties that, unless and until the reorganization
contemplated by this Agreement has been consummated, they and
their representatives will hold in strict confidence all data and
information obtained with respect to another party or any
subsidiary thereof from any representative, officer, director or
employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or
information or disclose the same to others, except: (a) to the
extent such data is a matter of public knowledge or is required
by law to be published; and (b) to the extent that such data or
information must be used or disclosed in order to consummate the
transactions contemplated by this Agreement.
39<PAGE>
Section 7.6 Schedules; Knowledge. Each party is presumed
to have full knowledge of all information set forth in the other
party's schedules delivered pursuant to this Agreement.
Section 7.7 Third Party Beneficiaries. This Agreement is
solely among GCC, ITG and the ITG Shareholders and save as
otherwise specifically provided, no director, officer,
stockholder, employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary
of this Agreement.
Section 7.8 Entire Agreement. This Agreement represents
the entire agreement between the parties relating to the subject
matter hereof. This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject
matter hereof. There are no other courses of dealing,
understandings, agreements, representations or warranties,
written or oral, except as set forth herein.
Section 7.9 Survival; Termination. The representations,
warranties and covenants of the respective parties shall survive
the date of this Agreement and the consummation of the
transactions herein contemplated.
Section 7.10 Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an
original and all of which taken together shall be but a single
instrument.
Section 7.11 Amendment or Waiver. Every right and remedy
provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of
the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore,
or thereafter occurring or existing. At any time prior to the
date of release of the Escrowed Shares, this Agreement may be
amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition
of this Agreement may be waived or the time for performance
hereof may be extended by a writing signed by the party or
parties for whose benefit the provision is intended. This
Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.
Section 7.12 Incorporation of Recitals. All of the recitals
hereof are incorporated by this reference and are made a part
hereof as though set forth at length herein.
Section 7.13 Expenses. Each of the parties to this
Agreement shall bear all of its own expenses incurred by it in
connection with the negotiation of this Agreement and in the
consummation of the transactions provided for herein and the
preparation therefor.
40<PAGE>
Section 7.14 Headings; Context. The headings of the
sections and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and
in no way modify, interpret or construe the meaning of this
Agreement.
Section 7.15 Benefit. This Agreement shall be binding upon
and shall inure only to the benefit of the parties hereto, and
their permitted assigns hereunder. This Agreement shall not be
assigned by any party without the prior written consent of the
other party.
Section 7.16 Public Announcements. Except as may be
required by law, neither party shall make any public announcement
or filing or issue any document to its shareholders with respect
to the transactions provided for herein without the prior consent
of the other party hereto.
Section 7.17 Severability. In the event that any
particular provision or provisions of this Agreement or the other
agreements contained herein shall for any reason hereafter be
determined to be unenforceable, or in violation of any law,
governmental order or regulation, such unenforceability or
violation shall not affect the remaining provisions of such
agreements, which shall continue in full force and effect and be
binding upon the respective parties hereto.
Section 7.18 No Strict Construction. The language of this
Agreement shall be construed as a whole, according to its fair
meaning and intendment, and not strictly for or against either
party hereto, regardless of who drafted or was principally
responsible for drafting the Agreement or terms or conditions
hereof.
Section 7.19 Execution Knowing and Voluntary. In executing
this Agreement, the parties severally acknowledge and represent
that each: (a) has fully and carefully read and considered this
Agreement; (b) has been or has had the opportunity to be fully
apprised of its attorneys of the legal effect and meaning of this
document and all terms and conditions hereof; (c) has been
afforded the opportunity to negotiate as to any and all terms
hereof; and (d) is executing this Agreement voluntarily, free
from any influence, coercion or duress of any kind.
IN WITNESS WHEREOF, the corporate parties hereto have caused
this Agreement to be executed by their respective officers,
hereunto duly authorized, and entered into and closed as of the
date first above written at New York, New York.
41<PAGE>
("GCC")
Greater China Corporation
a Delaware corporation
/s/ John W. Allen
By: ______________________________
John W. Allen,
Chairman and CEO
/s/ Peter R. Barker
By: ______________________________
Peter R. Barker,
Executive Vice President
("ITG")
The International Technology Group
Limited
a Hong Kong corporation
/s/ Gary S. Robinson
By: ______________________________
Gary S. Robinson,
Managing Director
By: /s/ Richared B. George
________________________________
Richard George,
Managing Director
("ITG Shareholders")
/s/ Gary S. Robinson
___________________________________
Gary Steven Robinson, an Individual
/s/ Richard B. George
___________________________________
Richard Barrie George, an
Individual
/s/ Ian C. Hatchell
___________________________________
Ian Charles Hatchell, an Individual
/s/ Simon M. Coates
__________________________________
Simon Mark Coates, an Individual
42<PAGE>
/s/ Mukhtiar Singh-Sohal
___________________________________
Mukhtiar Singh-Sohal, an Individual
/s/ Martyn P. Booker
__________________________________
Martyn Paul Booker, an Individual
/s/ Richard Rund
___________________________________
Sark Consultants Limited, a
Corporation
43<PAGE>
INDEX TO SCHEDULES:
SCHEDULE 1.1 MEMORANDUM OF ASSOCIATION AND BYLAWS OF THE
INTERNATIONAL TECHNOLOGY GROUP LIMITED
SCHEDULE 1.2 OWNERSHIP OF THE INTERNATIONAL TECHNOLOGY
GROUP LIMITED
SCHEDULE 1.3 SUBSIDIARIES OF THE INTERNATIONAL TECHNOLOGY
GROUP LIMITED
SCHEDULE 1.7 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
CONSENTS
SCHEDULE 1.09 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
FINANCIAL STATEMENTS
SCHEDULE 1.10 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LIABILITIES
SCHEDULE 1.11 ABSENCE OF CERTAIN CHANGES OF THE
INTERNATIONAL TECHNOLOGY GROUP LIMITED
SCHEDULE 1.13 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LEASES
SCHEDULE 1.14 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
TAX RETURNS
SCHEDULE 1.15 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
TRANSACTIONS WITH AFFILIATES
SCHEDULE 1.16 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LITIGATION
SCHEDULE 1.20 THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
PROPRIETARY INFORMATION
SCHEDULE 1.21 REAL PROPERTIES OF THE INTERNATIONAL
TECHNOLOGY GROUP LIMITED
SCHEDULE 2.1 ARTICLES OF INCORPORATION AND BYLAWS OF
GREATER CHINA CORPORATION
SCHEDULE 2.2 GREATER CHINA CORPORATION STOCK ISSUANCES
SCHEDULE 2.3 SUBSIDIARIES OF GREATER CHINA CORPORATION
SCHEDULE 2.4 OPTIONS AND WARRANTS OF GREATER CHINA
CORPORATION
44<PAGE>
SCHEDULE 2.9 FINANCIAL STATEMENTS OF GREATER CHINA
CORPORATION
SCHEDULE 2.11 GREATER CHINA CORPORATION ABSENCE OF CERTAIN
CHANGES
SCHEDULE 2.13 GREATER CHINA CORPORATION LEASES
SCHEDULE 2.14 GREATER CHINA CORPORATION TAX RETURNS
SCHEDULE 2.21 REAL PROPERTIES OF GREATER CHINA CORPORATION
SCHEDULE 2.24 GREATER CHINA CORPORATION NONCOMPLIANCE WITH
THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 3.2 ESCROW AGREEMENT
SCHEDULE 4.2 INVESTMENT INTENT LETTER
SCHEDULE 5.2 OFFICER'S CERTIFICATE OF THE INTERNATIONAL
TECHNOLOGY GROUP LIMITED
SCHEDULE 6.2 OFFICER'S CERTIFICATE OF GREATER CHINA
CORPORATION
SCHEDULE 7.1 LIST OF BROKERS AND FINDERS OF GREATER CHINA
CORPORATION AND THE INTERNATIONAL TECHNOLOGY
GROUP LIMITED
45<PAGE>
SCHEDULE 1.1
MEMORANDUM OF ASSOCIATION
AND BYLAWS
OF
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
46<PAGE>
SCHEDULE 1.2
OWNERSHIP OF THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
47<PAGE>
SCHEDULE 1.3
SUBSIDIARIES
OF
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
Name Jurisdiction Ownership
Arnhem Technology Limited Hong Kong 100%
Fiber Technology Limited United Kingdom 100%
Unigel Limited United Kingdom 100%
Unigel Limited Hong Kong 100%
Unigel (U.K.) Limited United Kingdom 100%
Shenzhen Unigel Telecommunications
Company Limited Peoples Republic of China 60%
48<PAGE>
SCHEDULE 1.7
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
CONSENTS
49<PAGE>
SCHEDULE 1.09
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
FINANCIAL STATEMENTS
50<PAGE>
SCHEDULE 1.10
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LIABILITIES
51<PAGE>
SCHEDULE 1.11
ABSENCE OF CERTAIN CHANGES
OF
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
52<PAGE>
SCHEDULE 1.13
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LEASES
53<PAGE>
SCHEDULE 1.14
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
TAX RETURNS
54<PAGE>
SCHEDULE 1.15
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
TRANSACTIONS WITH AFFILIATES
55<PAGE>
SCHEDULE 1.16
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
LITIGATION
56<PAGE>
SCHEDULE 1.20
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
PROPRIETARY INFORMATION
57<PAGE>
SCHEDULE 1.21
REAL PROPERTIES
OF
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
58<PAGE>
SCHEDULE 2.1
ARTICLES OF INCORPORATION
AND BYLAWS
OF
GREATER CHINA CORPORATION
59<PAGE>
SCHEDULE 2.2
GREATER CHINA CORPORATION
STOCK ISSUANCES
60<PAGE>
SCHEDULE 2.3
SUBSIDIARIES
OF
GREATER CHINA CORPORATION
61<PAGE>
SCHEDULE 2.4
OPTIONS AND WARRANTS
OF
GREATER CHINA CORPORATION
62<PAGE>
SCHEDULE 2.9
FINANCIAL STATEMENTS
OF
GREATER CHINA CORPORATION
63<PAGE>
SCHEDULE 2.11
GREATER CHINA CORPORATION
ABSENCE OF CERTAIN CHANGES
64<PAGE>
SCHEDULE 2.13
GREATER CHINA CORPORATION
LEASES
65<PAGE>
SCHEDULE 2.14
GREATER CHINA CORPORATION
TAX RETURNS
66<PAGE>
SCHEDULE 2.21
REAL PROPERTIES
OF
GREATER CHINA CORPORATION
67<PAGE>
SCHEDULE 2.24
GREATER CHINA CORPORATION
NONCOMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
68<PAGE>
SCHEDULE 3.2
ESCROW AGREEMENT
69<PAGE>
SCHEDULE 4.2
INVESTMENT INTENT LETTER
Board of Directors
Greater China Corporation
27 East 61st Street
New York, NY 10021
Re: Acquisition of _____ Shares of Common Stock
of Greater China Corporation
Gentlemen:
In connection with the acquisition of ________ shares (the
"Securities") of Common Stock of Greater China Corporation (the
"Company"), pursuant to the terms of that certain Agreement for
the Exchange of Stock ("Agreement"), dated as of September 30,
1997, between the Company on the one hand and the International
Technology Group Limited ("ITG"), a Hong Kong corporation, and
Gary Steven Robinson, an individual, Richard Barrie George, an
individual, Ian Charles Hatchell, an individual, Simon Mark
Coates, an individual, Mukhtiar Singh-Sohal, an individual,
Martyn Paul Booker, an individual, and Sark Consultants Limited
(collectively, the "ITG Shareholders"), on the other hand, each
of the undersigned represents that the Securities are being
acquired without a view to, or for, resale in connection with any
distribution of such Securities or any interest therein without
registration or other compliance under the Securities Act of
1933, as amended (the "Securities Act"), and that each of the
undersigned has no direct or indirect participation in any such
undertaking or in the underwriting of such an undertaking.
Each of the undersigned understands that the Securities have not
been registered, but are being acquired by reason of a specific
exemption under the Securities Act as well as under certain state
statutes for transactions by an issuer not involving any public
offering and that any disposition of the subject Securities may,
under certain circumstances, be inconsistent with the exemption
and may make the undersigned an "underwriter" within the meaning
of the Securities Act. It is understood that the definition of
an "underwriter" focuses on the concept of "distribution" and
that any subsequent disposition of the subject Securities can
only be effected in transactions which are not considered
distributions. Generally, the term "distribution" is considered
synonymous with "public offering" or any other offer or sale
involving general solicitation or general advertising. Under
present law, in determining whether a distribution occurs when
securities are sold into the public market, under certain
circumstances one must consider the availability of public
information regarding the issuer, a holding period for the
70<PAGE>
securities sufficient to assure that the persons desiring to sell
the securities without registration first bear the economic risk
of their investment, and a limitation on the number of securities
which the stockholder is
permitted to sell and on the manner of sale, thereby reducing the
potential impact of the sale on the trading markets. These
criteria are set forth specifically in Rule 144 promulgated under
the Securities Act. After one year from the date the Securities
are fully paid for and the subscription is accepted by the
issuer, all as calculated in accordance with Rule 144(d), sales
of the Securities in reliance on Rule 144 can only be made in
limited amounts in accordance with the terms and conditions of
that rule. After two years from the date the Securities are
fully paid for, as calculated in accordance with Rule 144(d),
they can generally be sold without meeting these conditions
provided the holder is not (and has not been for the preceding
three months) an affiliate of the issuer.
Each of the undersigned acknowledges that each of the undersigned
must bear the economic risk of the investment for an indefinite
period of time; the Securities are speculative and involve a high
degree of risk, including, the potential loss of the investment
herein; the Securities must be held and may not be sold,
transferred or otherwise disposed of for value unless they are
subsequently registered under the Securities Act or an exemption
from such registration is available; the issuer is under no
obligation to register the Securities under the Securities Act or
under Section 12 of the Securities Exchange Act of 1934, as
amended, except as may be expressly agreed to by it in writing;
if Rule 144 is available, and no assurance is given that it will
be, initially only routine sales of such Securities in limited
amounts can be made in reliance on Rule 144 in accordance with
the terms and conditions of that rule; the issuer is under no
obligation to each of the undersigned to make Rule 144 available,
except as may be expressly agreed to by in writing; in the event
Rule 144 is not available, compliance with Regulation A or some
other disclosure exemption may be required before each of the
undersigned can sell, transfer or otherwise dispose of such
Securities without registration under the Securities Act; the
issuer's registrar and transfer agent will maintain a stop
transfer order against the registration or transfer of the
Securities; and the certificate representing the Securities will
bear a legend in substantially the following form so restricting
the sale of such Securities.
71<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT, THE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER
COMPLIANCE UNDER THE SECURITIES ACT.
The issuer may refuse to register transfer of the Securities in
the absence of compliance with Rule 144 unless each of the
undersigned furnishes the issuer with a "no action" or
interpretative letter from the Securities and Exchange Commission
or an opinion of counsel reasonably acceptable to the issuer
stating that the transfer is proper; further, unless such letter
or opinion states that the Securities are free of any
restrictions under the Securities Act, the issuer may refuse to
transfer the Securities to any transferee who does not furnish in
writing to the issuer the same representations and agree to the
same conditions with respect to such Securities as set forth
herein. The issuer may also refuse to transfer the Securities if
any circumstances are present reasonably indicating that the
transferee's representations are not accurate.
Dated: ___________________, 1997
(Print Name)
________________________________
(Street Address) (Signature of Authorized
Person)
_______________________________
(City, State and Zip) (Tax I.D. Number)
(Print Name)
________________________________
(Street Address) (Signature of Authorized
Person)
_______________________________
(City, State and Zip) (Tax I.D. Number)
72<PAGE>
SCHEDULE 5.2
OFFICER'S CERTIFICATE
OF
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
The undersigned, Gary S. Robinson and Richard George, hereby
certify that they are the duly elected and acting Managing
Directors of The International Technology Group Limited ("ITG"),
a Hong Kong corporation, and further that:
1. All representations and warranties made by ITG in that
certain Agreement for the Exchange of Stock ("Agreement"), dated
as of September 30, 1997, between the Company on the one hand and
the International Technology Group Limited ("ITG"), a Hong Kong
corporation, and Gary Steven Robinson, an individual, Richard
Barrie George, an individual, Ian Charles Hatchell, an
individual, Simon Mark Coates, an individual, Mukhtiar Singh-
Sohal, an individual, Martyn Paul Booker, an individual, and Sark
Consultants Limited (collectively, the "ITG Shareholders"), on
the other hand, are true and correct as of this date with the
same effect as if made on such date and that ITG has performed or
complied with all obligations, covenants and conditions required
by the Agreement to be performed or complied with by it on or
prior to this date.
2. Except as disclosed in this Schedule 5.2, there is no
litigation, proceeding, investigation or inquiry pending or, to
the best knowledge of the Corporation, threatened, which might
result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not
disclosed in the ITG Schedules to the Agreement, by or against
ITG, which might result in any material adverse change in any of
the assets, properties, business or operations of ITG.
______________________________
Gary S. Robinson
______________________________
Richard George
73<PAGE>
SCHEDULE 6.2
OFFICER'S CERTIFICATE
OF
GREATER CHINA CORPORATION
The undersigned, John W. Allen and Peter R. Barker, hereby
certify that they are the duly elected and acting Chairman and
Chief Executive Officer and the Executive Vice President of
Greater China Corporation (the "Company"), a Delaware
corporation, and further that:
1. All representations and warranties made by the Company
in that certain Agreement for the Exchange of Stock
("Agreement"), dated as of September 30, 1997, between the
Company on the one hand and the International Technology Group
Limited ("ITG"), a Hong Kong corporation, and Gary Steven
Robinson, an individual, Richard Barrie George, an individual,
Ian Charles Hatchell, an individual, Simon Mark Coates, an
individual, Mukhtiar Singh-Sohal, an individual, Martyn Paul
Booker, an individual, and Sark Consultants Limited
(collectively, the "ITG Shareholders"), on the other hand, are
true and correct as of this date with the same effect as if made
on such date and that the Company has performed or complied with
all obligations, covenants and conditions required by the
Agreement to be performed or complied with by it on or prior to
this date.
2. Except as disclosed in this Schedule 6.2, there is no
litigation, proceeding, investigation or inquiry pending or, to
the best knowledge of the Corporation, threatened, which might
result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement or, to the extent not
disclosed in the GCC Schedules to the Agreement, by or against
the Company, which might result in any material adverse change in
any of the assets, properties, business or operations of the
Company.
______________________________
John W. Allen
______________________________
Peter R. Barker
74<PAGE>
SCHEDULE 7.1
LIST OF BROKERS AND FINDERS
OF
GREATER CHINA CORPORATION
AND
THE INTERNATIONAL TECHNOLOGY GROUP LIMITED
75<PAGE>
Officer's Certificate
The undersigned hereby certifies that he is the duly elected,
qualified and acting [Managing Director] [Chief Financial
Officer] of The International Technology Group Limited, a Hong
Kong corporation ("ITG"), and acknowledges that the statements
set forth in this Officer's Certificate will be relied upon by
the firm of Robin Bridge & John Liu in connection with their
issuance of an opinion of counsel to the ITG Shareholders
("defined below") with respect to the transactions contemplated
by that certain Agreement for the purchase and sale of stock (the
"Agreement"), dated as of September 30, 1997, by and among
Greater China Corporation, a Delaware corporation ("GCC"), on the
one hand; and ITG and Gary Steven Robinson, Richard Barrie
George, Ian Charles Hatchell, Simon Mark Coates, Mukhtiar Singh-
Sohal, Martyn Paul Booker, and [entity owned by Richard Rund]
(collectively, the "ITG Shareholders") on the other hand, and
that, as such, he is familiar with the facts herein certified and
is duly authorized to certify the same and does hereby further
certify as follows:
(i) Attached hereto as Exhibit "A" is a true and correct copy of
the Agreement.
2. Each individual who, as a director or officer of ITG, signed the
Agreement on behalf of ITG, is now duly elected or appointed, and
the signatures of such persons appearing on such documents are
their genuine signatures.
3. ITG is a corporation, duly organized, validly existing and in
good standing under the laws of Hong Kong and has the corporate
power and is duly licensed under all material applicable laws,
regulations, ordinances and orders of public authorities to own
all of its properties and assets and to conduct its business as
now conducted, including qualification to do business as a
foreign corporation in those jurisdictions in which the character
and location of the assets owned by it or the nature of the
business transacted by it requires qualification. Attached
hereto as Exhibit "B" is a true and correct copy of a Certificate
of good Standing for the Company issued by Hong Kong, dated
_____________.
4. To the best knowledge of the undersigned, each ITG Shareholder has
the full right, power, legal capacity and authority to execute
and deliver and perform his obligations under the Agreement and
to engage in the transactions contemplated by the Agreement; and
the Agreement have been duly authorized, executed and delivered
by each of the ITG Shareholders and constitute legal, valid and
binding obligations of each of the ITG Shareholders, enforceable
in accordance with their respective terms.
5. Neither the execution and delivery by each of the ITG Shareholders
of the Agreement nor the consummation by each of the ITG
76<PAGE>
Shareholders of any of the transactions contemplated by the
Agreement and the fulfillment of the terms thereof, will (i)
violate or conflict with the Articles of Incorporation or Bylaws
of ITG, (ii) in any material respect, conflict with or result in
a breach of, or constitute a default under, the terms of any
indenture, note, mortgage, deed of trust, agreement or other
instrument known to me, to which ITG is a party or by which ITG
is bound or any order or regulation known to me to be applicable
to ITG of any court, regulatory body, administrative agency or
other governmental body having jurisdiction over it, or (iii)
result in the creation or imposition of any lien, claim, charge,
restriction, equity or encumbrance of any kind whatsoever upon,
or give to any other persons any interest or right in or with
respect to, any of the properties or assets of ITG.
6. The authorized capitalization of ITG consists of 10,000 ordinary
shares of common stock. As of the date hereof, there were issued
and outstanding 10,000 shares (the "Shares") of common stock, of
which the ITG Shareholders are the registered owners. All issued
and outstanding shares have been legally and validly issued, and
are fully paid and nonassessable and have not been issued in
violation of the preemptive rights of any person. Other than the
transactions contemplated by the Agreement, there are, to the
best of my knowledge, no outstanding contracts, agreements,
calls, options, warrants, rights, subscriptions, obligations or
other commitments of ITG, directly or indirectly, relating to or
calling for the authorization, issuance, transfer, sale, or other
disposition of or the repurchase or other acquisition of any
shares, issued or unissued, of the capital stock or other voting
securities of ITG or securities convertible or exchangeable into
or for any of the foregoing.
7. To the best of my knowledge, except as stated in Exhibit ___ of
the Agreement, ITG does not own or control, directly or
indirectly, any stock, equity, voting, ownership or other similar
interest in any corporation, partnership, limited liability
company, joint venture, trust, association, organization or other
entity.
8. Upon delivery to GCC of the certificates representing the Shares
as provided in the Agreement, GCC will receive good and
marketable title to the Shares, all of such Shares shall be
received by GCC as validly issued, fully paid and nonassessable,
free and clear of all liens, encumbrances, security interests,
equities, options, claims, charges, limitations on voting rights
or rights to receive dividends, or other restrictions of any kind
(other than any generally imposed by securities laws or as
otherwise provided for in the Agreement).
9. To the best of my knowledge, except as stated in exhibit ___ of
the Agreement, there is no judgment, order, writ, injunction or
decree of any court or governmental authority to which ITG is a
party or by which ITG is bound, and there is no lawsuit,
arbitration, government proceeding, investigation or audit
77<PAGE>
pending or threatened in which ITG is a party (as plaintiff,
defendant or otherwise).
10. I have made an examination of all of the material contracts and
other obligations of ITG and made such inquiries as I deemed
prudent in the circumstance and have concluded that no consent,
approval or authorization of or filing or registration with any
governmental body or agency is required for the execution and
delivery of the Agreement or the consummation of the transactions
contemplated by the Agreement.
11. The representations and warranties of ITG and the ITG
Shareholders as set forth in the Agreement are true and correct
as of the date hereof.
12. All capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as
of [date of delivery of shares by escrow agent].
_______________________________
78<PAGE>
