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): March 10, 1998
China Continental, Inc.
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(Exact name of Registrant as specified in its charter)
33-3276-D
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(Commission file number)
Utah 87-0431063
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
1801-1806 Hua Qin International Building, 340 Queen's Road, Central Hong Kong
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(Address of principal executive offices) (Zip code)
(852) 2542-2612
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 10, 1998, Sun's International Holdings Limited, a wholly-owned
subsidiary of the Company executed an agreement for the purchase of a 43.5%
interest in Wealthy Asia Limited ("Wealthy") from Mr. Brian Ko of Hong Kong, the
sole owner of Wealthy. Wealthy is the owner of a 51% interest in Changde Da Feng
Agriculture Co. Limited ("Da Feng"), a Sino-Singapore joint venture formed under
the laws of the People's Republic of China. The acquisition was financed through
the issuance of 40,000,000 shares of the Company's stock the principal asset of
Da Feng is a form of approximately 19,900 hectares located about 175 kilometers
northwest of Beijing, PRC. The transaction closed on March 10, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements of the business acquired will be
furnished within sixty (60) days of the date of closing.
(b) Pro-forma financial information will be furnished within sixty (60)
days of the date of closing.
(c) Exhibits
2.1 Agreement between Sun's International Holdings Limited and Mr.
Brian Ko.
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 duly authorized.
CHINA CONTINENTAL, INC.
By: /s/ Eric Ng
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Eric Ng, Financial Controller and
Chief Financial Officer
Date: March 10, 1997
DATED THE 10TH DAY OF FEBRUARY, 1998
SUN'S INTERNATIONAL HOLDINGS LIMITED
and
MR. BRIAN KO
AGREEMENT
for the sale and purchase
of interest in
Wealthy Asia Limited
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THIS AGREEMENT is made on the 10th day of February, 1998
BETWEEN:
1. Sun's International Holdings Limited of Skelton Building, Main Street, P.O.
Box 3136, Road Town Tortola, British Virgin Island (the "Purchaser"); and
2. Mr. Brian Ko of 9th Floor Kam Ping Building, 95 King's Road, North Point,
Hong Kong, (the "Vendor").
WHEREAS:
(A) Wealthy Asia Limited (the "Company") a Company incorporated in the British
Virgin Island on February 8, 1996 and had 51% interest in Changde Da Feng
Agriculture Co. Limited, a Sino-Singapore joint venture incorporated in the
People's Republic of China on December 3, 1997.
(B) The Vendor has a 100% interest in the Company (the "Sale Interest").
(C) The Purchaser has agreed to purchase 43.5% of the Sale Interest from the
Vendor on the terms and conditions hereinafter appearing.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. SALE AND PURCHASE OF SALE INTEREST
The Vendor hereby agrees to sell to the Purchaser and the Purchaser agrees
to purchase from the Vendor the 43.5% of the Sale Interest free from all
claims, charges, liens, encumbrances, equities and third party rights and
together with all rights attached thereto and all dividends and
distributions declared, paid or made in respect thereof after the date in
exchange for 40,000,000 shares in China Continental, Inc. a Company
incorporated in the United States of America. The shares of China
Continental, Inc. should be issued to the parties as directed by the
Vendor.
2. COMPLETION
2.1 Completion of the sale and purchase of the Sale Interest shall take place
at the offices of the Vendor in Hong Kong on or before March 31, 1998, (the
"Completion Date") when the Vendor shall deliver to the Purchaser all the
relevant documents necessary for effecting the transfer of the Sale
Interest to the Purchaser.
3. WARRANTIES AND REPRESENTATIONS
3.1 The Vendor hereby warrants and represents to the Purchaser that each of the
following matters are of the date hereof and will be for all times up to
and including the Completion Date, true and correct in all respects:
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(a) the Vendor is the beneficial owner of the Sale Interest free from all
liens, charges, pledges, options, contracts, pre-emption rights, third
party rights and equities, and encumbrances of whatever nature and the
same are freely transferrable by the Vendor without the consent,
approval, permission, license or concurrence of any third party; and
(b) the Vendor is fully capable of entering into this Agreement and to
perform all obligations and duties hereunder without the consent,
approval, permission, license or concurrence of any third party save
as mentioned in this Agreement.
3.2 The Purchaser hereby warrants and represents to the Vendor that each of the
following matters are of the date hereof and will be for all times up to
and including the Completion Date, true and correct in all respects:
(a) the Purchaser is fully capable of entering into this Agreement and to
perform all obligations and duties hereunder without the consent,
approval, permission, license or concurrence of any third party save
as mentioned in this Agreement.
3.3 Each of the warranties and representations, undertakings and indemnities
contained in this Agreement will survive the completion of the sale and
purchase of the Sale Interest.
3.4 Prior to the Completion Date, if any of the warranties, representations or
undertakings in this Agreement are found to be materially untrue,
inaccurate or misleading or have not been fully carried out in any material
respect, or in the event of the Vendor becoming unable or failing to do
anything required under this Agreement to be done by it at or before the
Completion Date, the Purchaser may be notice in writing rescind this
Agreement but without prejudice to any claim the Purchaser may have against
the Vendor hereunder.
4. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and the understanding
between the parties in connection with the subject matter of this Agreement
and supercedes all previous proposals, representations, warranties,
agreements, or undertakings relating thereto whether oral, written or
otherwise and neither party has relied on any such proposals,
representations, warranties, agreements or undertakings.
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5. TIME
5.1 Time shall be of the essence of this Agreement.
5.2 No time or indulgence given by any party to the other party shall be deemed
or in any way be construed as a waiver of any of its rights and remedies
hereunder.
6. CONFIDENTIALITY
Other than such disclosure as may be required by law or any competent
authorities, neither of the parties hereto shall make, and the Vendor shall
procure that the Company will not make, any announcement or release or
disclose any information concerning this Agreement or the transactions
herein referred to or disclose the identity of the other party (save
disclosure to their respective professional advisors under a duty of
confidentiality) without the written consent of the other party.
7. ASSIGNMENT
This Agreement shall be binding on and shall enure for the benefits of the
successors and assigns of the parties hereto but shall not be assigned by
any party without the prior written consent of the other party.
8. NOTICES AND OTHER COMMUNICATION
Any notice or other communication to be given under this Agreement shall be
in writing and may be delivered by hand or given by facsimile, telex or
cable. Any such notice or communication shall be sent to the party to whom
it is addressed and must contain sufficient reference and/or particulars to
render it readily identifiable with the subject-matter of this Agreement.
If so deliverable by hand or given by facsimile, telex or cable such notice
or communication shall be deemed received on the date of despatch and if so
sent by post (or, if sent to an address outside of Hong Kong, so sent by
first class air-mail) shall be deemed received two business days after the
date of dispatch.
9. COSTS AND EXPENSES
Each party shall bear its legal and professional fees, costs and expenses
incurred in the negotiation, preparation and execution of this Agreement.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
Signed by a director, for and For and on behalf of
on behalf Sun's International SUNS' INTERNATIONAL HOLDINGS LIMITED
Holdings Limited in the presence of:
/s/ /s/
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Signed by Mr. Brian Ko in
the presence of:
/s/
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