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EXHIBIT 99.6
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DATED THE 28th DAY OF SEPTEMBER 2000
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NAMBLE LIMITED
and
POWERVOTE TECHNOLOGY LIMITED
___________________________________________
AGREEMENT
for the sale and purchase of shares in
China Internet Global Alliance Limited
___________________________________________
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THIS AGREEMENT is made on the day of September 2000.
BETWEEN :-
1. NAMBLE LIMITED, a company incorporated in the British Virgin Islands, whose
registered office is situate at P.O. Box 71, Craigmuir Chambers, Road Town,
Tortola, the British Virgin Islands (the "Vendor"); and
2. POWERVOTE TECHNOLOGY LIMITED, a company incorporated in the British Virgin
Islands whose place of business is at 7th Floor, Paul Y. Centre, 51 Hung To
Road, Kwun Tong, Kowloon, Hong Kong (the "Purchaser").
WHEREAS :-
(A) China Internet Global Alliance Limited ("the Company") is a public company
incorporated under the laws of Hong Kong and has an authorised share
capital of HK$800,000,000 divided into 8,000,000,000 shares of HK$0.10
each, 4,609,789,420 of which have been issued and are fully paid or
credited as fully paid. The whole of the issued share capital of the
Company is listed on The Stock Exchange of Hong Kong Limited ("the Stock
Exchange").
(B) The Vendor owns 298,631,575 shares of the Company equivalent to
approximately 6.48% of the entire issued share capital of the Company.
(C) The Vendor has agreed to sell to the Purchaser an aggregate of 271,800,000
shares of the Company ("the Sale Shares") upon the terms and conditions set
out herein.
(D) The Purchaser has agreed to purchase the Sale Shares in reliance upon the
representations, undertakings and warranties in this Agreement and
otherwise in accordance with the terms and subject to the conditions set
out in this Agreement.
(E) The Purchaser is a private company the entire issued share capital of which
is beneficially owned by Hanny Holdings Limited ("Hanny"). Hanny is a
public company listed on the Stock Exchange.
(F) By an agreement dated 26th September 2000 between Mr. Oei Hong Leong as the
vendor guarantor ("Mr. Oei"), Chip Lian Investments (HK) Limited, Calisan
Developments Limited and Sanion Enterprises Limited collectively as the
vendor ("Oei's Co") and the Purchaser as the purchaser and a supplemental
agreement dated 28th September 2000 (collectively "the Hanny Agreement")
between the same parties, Mr. Oei has agreed to procure Oei's Co to sell to
the Purchaser 532,600,000 shares of the Company ("Hanny's Shares"). By an
agreement dated 28th September 2000 ("Paul Y. Agreement") between Mr. Oei
as the vendor guarantor and Oei's Co as the vendor and Great Decision
Limited as the purchaser ("Paul Y. Sub."), Mr. Oei has agreed to procure
Oei's Co to sell to Paul Y. Sub. 804,400,000 shares of the Company ("Paul
Y's Shares").
(G) Pinkett Limited ("Pinkett"), a company incorporated in Hong Kong, presently
owns 135,126,250 shares of the Company.
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AND NOW IT IS HEREBY AGREED as follows :-
1. CONDITIONS PRECEDENT AND THE SALE AND PURCHASE
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1.1 Completion of this Agreement shall be conditional upon (i) clearance from
the Securities and Futures Commission that a general offer will not be
required to be made by the Purchaser or Paul Y. Sub. in respect of all the
shares of the Company apart from the Sale Shares, Hanny's Shares and Paul
Y's Shares; and (ii) The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") not having notified the Company that its listing will or may be
withdrawn at, on or as a result of completion of this Agreement, the Hanny
Agreement or the Paul Y. Agreement save for the reason that there will be
insufficient public interests or holding of the shares of the Company under
Chapter 8 of the Rules Governing the Listing of Securities on the Stock
Exchange (the "Listing Rules"). Forthwith upon the condition referred to
in this Clause 1.1(i) being satisfied, the Purchaser shall notify the
Vendor of the same and supply a copy of such clearance to the Vendor.
1.2 In the event of the said conditions in Clause 1.1 not being satisfied by
25th October 2000 or such other date as the parties may agree, then the
provisions of this Agreement shall forthwith terminate and cease to be of
effect and save as aforesaid no party hereto shall have any further
liability under or pursuant to the provisions of this Agreement provided
that such termination shall be without prejudice to the rights of the
parties hereto in respect of this Agreement occurring prior to such
termination.
1.3 On and subject to the terms and conditions contained in this Agreement, the
Vendor hereby agrees to sell as beneficial owner to the Purchaser and the
Purchaser, relying on the representations, warranties and undertakings made
and given by the Vendor under this Agreement, agrees to purchase from the
Vendor the Sale Shares 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 hereof.
1.4 Subject to satisfaction of conditions set out in Clause 1.1 and the
Purchaser discharging its obligation under Clause 1.1, the Vendor shall,
and will procure that Pinkett will, engage a placing agent to place down
the remaining 26,831,575 and 135,126,250 shares of the Company held by the
Vendor and Pinkett respectively to independent third parties on or prior to
the Completion Date or such other date as permitted by the Securities and
Futures Commission.
2. PURCHASE CONSIDERATION
----------------------
2.1 The purchase consideration for the sale of the Sale Shares as mentioned
above shall be HK$217,440,000 representing HK$0.80 per Sale Share.
2.2 The Purchaser shall, upon signing of this Agreement, pay a deposit of
HK$21,744,000 ("the Deposit") to Hutchison International Limited as
refundable deposit. In the event that any of the conditions precedent
shall not be satisfied on or before 25th October 2000, or such other date
as the parties may agree, the Purchaser may by notice in writing rescind
this Agreement and the Deposit shall be refunded to the Purchaser together
with all interest accrued thereon whereby this Agreement shall terminate
and no parties shall have any liability towards each other. In the event
that the said conditions in Clause 1.1 have been satisfied and the
Purchaser cannot or does not for
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any reason complete this transaction, the Deposit (together with all
interest accrued thereon) shall be forfeited by the Vendor absolutely
without prejudice to any further claim or remedy which the Vendor may have
against the Purchaser.
3. COMPLETION
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3.1 Completion of the sale and purchase of the Sale Shares shall take place on
or before the fourth business day (being a day other Saturday in which the
banks in Hong Kong are open for business) after the conditions set out in
Clause 1.1 have been fulfilled or such other date as the parties hereto may
mutually agree in writing provided that on completion date the conditions
set out in Clause 1.1 shall remain to have been fulfilled ("the Completion
Date").
3.2 Completion of the sale and purchase of the Sale Shares shall take place on
22/F, Hutchison House, 10 Harcourt Road, Hong Kong or elsewhere as may be
mutually agreed in writing by the parties hereto when the following
business will be simultaneously transacted:-
(a) The Purchaser shall deliver to the Vendor:-
(i) banker's draft made payable to the Vendor or as it may direct
for HK$86,976,000 which together with the Deposit will
represent 50% of the purchase consideration of the Sale Shares;
(ii) a promissory note bearing interest at the rate of 7.5% per
annum in respect of HK$108,720,000 being the balance of the
purchase consideration of the Sale Shares to be repaid at the
end of a six months period and on other terms to be approved by
the Vendor (the "Promissory Note") issued in favour of the
Vendor or as it may direct duly executed by the Purchaser;
(iii) an equitable charge over the Sale Shares made in favour of the
Vendor in a form to be agreed by the Vendor securing the
Purchaser's obligations under the Promissory Note duly executed
by the Purchaser; and
(iv) a deed of guarantee made in favour of the Vendor in a form to
be agreed by the Vendor ("Guarantee") duly executed by Hanny
whereby the obligations of the Purchaser under the Promissory
Note is guaranteed.
(b) The Vendor shall deliver to the Purchaser or its nominee(s) the
following:-
(i) sold note(s) (if any, in so far as relevant) and instrument(s)
of transfer in favour of the Purchaser and/or its nominee(s) in
respect of the Sale Shares;
(ii) original certificates in respect of the Sale Shares (or
confirmation by the Central Clearing and Settlement System
established and operated by Hong Kong Securities Clearing
Company Limited);
(iii) a banker's draft drawn in favour of the Hong Kong SAR
Government for half share of the estimated ad valorem stamp
duty payable under the
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Stamp Duty Ordinance in respect of the Sale Shares and
instrument(s) of transfer in respect of the Sale Shares; and
(iv) such other documents as may be reasonably required by the
Purchaser to give a good and effective transfer of title to the
Sale Shares to the Purchaser and/or its nominee(s) and to
enable it/them to become the registered holder(s) thereof.
(c) The Purchaser will:-
(i) produce for inspection by the Vendor (if and in so far as
relevant) the bought notes in respect of the Sale Shares duly
executed by the Purchaser and/or its nominee(s) in compliance
with the Stamp Duty Ordinance; and
(ii) procure forthwith (if and in so far as relevant) the stamping
of the bought and sold notes and the instrument(s) of transfer
in respect of the Sale Shares in accordance with the Stamp Duty
Ordinance, and as soon as practicable thereafter present the
said instrument(s) of transfer together with the share
certificates in respect of the Sale Shares to the Company for
registration of the transfer at the cost of the Purchaser.
3.3 The transactions described in Clause 3.2 (other than 3.2 (c) (ii)) shall
take place at the same time so that in default of the performance of any
such transactions the other party shall not be obliged to complete the sale
and purchase aforesaid (without prejudice to any further legal remedies).
3.4 The Vendor undertakes to the Purchaser on demand to pay to the Purchaser or
as it may direct an amount equal to 50% of the amount by which the ad
valorem stamp duty assessed by the Commissioner of Stamp Duty on the sale
and purchase of the Sale Shares exceeds that estimated for the purpose of
Clause 3.2 (b) (iii).
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
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The Vendor represents and warrants to and undertakes with the Purchaser
that the Sale Shares are fully paid up and free from all lien, charge,
encumbrance, rights of pre-emption or other equities or third party rights
of any nature whatsoever on, over or affecting any of the Sale Shares and
no claim has been made by any person to be entitled to any of the
foregoing.
5. SEVERABILITY
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If at any time any one or more provisions hereof is or becomes invalid,
illegal, unenforceable or incapable of performance in any respect, the
validity, legality, enforceability or performance of the remaining
provisions hereof shall not thereby in any way be affected or impaired.
6. ENTIRE AGREEMENT
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This Agreement constitutes the entire agreement and understanding between
the parties in connection with the subject-matter of this Agreement and
supersedes 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.
7. TIME
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Time shall be of the essence of this Agreement.
8. CONFIDENTIALITY
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8.1 As soon as practicable after the signing of this Agreement the parties
shall cause a press announcement in such term and of such contents as
approved by the parties hereto relating to this Agreement be made.
8.2 Save as aforesaid and such disclosure as may be required by the Stock
Exchange, the Securities & Futures Commission or the Committee on Takeovers
and Mergers or as may be required to comply with The Code on Takeovers &
Mergers, neither of the parties hereto shall make, and the Vendor (up to
the Completion Date) and the Purchaser (from the Completion Date) 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 advisers under a duty of
confidentiality) without the prior written consent of the other party.
9. ASSIGNMENT
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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.
10. NOTICES AND OTHER COMMUNICATION
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10.1 Any notice required or permitted to be given hereunder shall be given in
writing in the English language delivered personally or sent by post
(airmail if overseas) or by telex or facsimile message to the party due to
receive such notice at his or its address as set out below (or such other
address as he or it may have notified to the other parties in accordance
with this Clause).
10.2 For the purpose of delivery of notices under this Agreement, the address
of the Vendor and the Purchaser are as stated in this Agreement except that
in the case of notices to the Vendor, a copy of such notice shall be sent
contemporaneously to 22/nd/ Floor, Hutchison House, 10 Harcourt Road, Hong
Kong (Attention: The Company Secretary) and at facsimile number 852 2128
1778.
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11. COSTS AND EXPENSES
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Each party shall bear its own legal and professional fees, costs and
expenses incurred in the negotiation, preparation and execution of this
Agreement.
12. STAMP DUTY
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Stamp duty arising out of the sale and purchase of the Sale Shares shall be
borne by the Vendor and the Purchaser hereto in equal shares.
13. COUNTERPARTS
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This Agreement may be entered into in any number of counterparts and by the
parties to it on separate counterparts, each of which when so executed and
delivered shall be the original, but all the counterparts shall together
constitute one and the same instrument.
14. GOVERNING LAW & JURISDICTION
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This Agreement and the rights and obligations of the parties hereunder
shall be governed by and construed and interpreted in all respects in
accordance with the laws of the Hong Kong Special Administrative Region of
the People's Republic of China ("Hong Kong SAR"), and the parties hereto
hereby irrevocably submit to the non-exclusive jurisdiction of the Hong
Kong SAR Courts.
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IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first above written.
SIGNED by Susan Chow )
)
for and on behalf of )/s/ Susan Chow
Namble Limited )
in the presence of :- )
LAM SIN YU, BERNADINE
SOLICITOR HONG KONG SAR
/s/ Lam Sin Yu, Bernadine
SIGNED by Allan Yap )
)
for and on behalf of ) /s/ Allan Yap
Powervote Technology Limited )
in the presence of :- )
/s/ Maggie Ho
Maggie Ho
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