<PAGE>
EXHIBIT 2.2
DATED 30 SEPTEMBER 2000
(1) PACIFICNET.COM, INC.
and
(2) ACMA STRATEGIC HOLDINGS LIMITED
and
(3) SUPEREGO, INC.
and
(4) ACMA INVESTMENTS PTE LIMITED
and
(5) CARL TONG KA WING
*****************************************************
SHARE SALE AND PURCHASE AGREEMENT
IN RELATION TO 100% OF THE SHARES IN
CREATIVE MASTER LIMITED
*****************************************************
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TABLE OF CONTENTS
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PAGE NO.
<S> <C>
PARTIES ........................................................................ 1
RECITAL ........................................................................ 1
CLAUSE
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1. Definitions ........................................................ 1
2. Sale and Purchase of the Sale Shares ............................... 4
3. Consideration Shares ............................................... 4
4. Completion ........................................................ 4
5. The Warranties ..................................................... 6
6. Employees' Share Options ........................................... 7
7. Confidentiality .................................................... 7
8. Miscellaneous ...................................................... 8
SCHEDULE 1 Basic Information concerning Creative Master Limited................13
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SCHEDULE 2 The Warranties......................................................14
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SCHEDULE 3 The Subsidiaries....................................................15
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SCHEDULE 4 Deed of Waiver......................................................18
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</TABLE>
<PAGE>
THIS AGREEMENT is made on the 30th day of September, 2000.
BETWEEN:-
(1) PACIFICNET.COM, INC. a company incorporated in the State of Delaware whose
registered office is at 7808 Creekridge Circle, Suite 101, Bloomington, MN
55439, USA (the "Vendor");
(2) ACMA STRATEGIC HOLDINGS LTD a company incorporated in Hong Kong whose
registered office is at Unit D, 3/F, Yeung Yiu Chung (No.8) Industrial
Building, 20 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong ("ACMA
Strategic");
(3) SUPEREGO, INC. a company incorporated in the British Virgin Islands whose
registered office is at International Trust Building, Wickhams Cay, Road
Town, Tortola, British Virgin Islands ("Superego");
(4) ACMA INVESTMENTS PTE LIMITED a company incorporated in Singapore whose
registered office is at 17 Jurong Port Road, Singapore 2261 ("ACMA
Investments");
(5) CARL TONG KA WING (Holder of HKID Card No.A934009(5)) of 65 Bisney Road,
3/F, Pokfulam, Hong Kong ("Carl Tong")
RECITALS :-
(A) The Vendor is the beneficial owner of the entire issued share capital of
Creative Master Limited (the "Company") which has an existing authorized
share capital of HK$1,000,000.00 divided into 100,000 ordinary shares of
HK$10.00 each of which 100,000 ordinary shares have been issued and fully
paid up or credited as fully paid up. Basic information concerning the
Company is set out in Schedule 1.
(B) The Subsidiaries are engaged in the manufacturing of collectible quality,
die-cast replicas of cars, trucks, buses, boats and engines and other
products.
(C) The Purchasers are the owners of at least 895,765 shares of common stock in
the Vendor.
(D) The Purchasers and the Vendor now wish to proceed with the sale and
purchase of the Sale Shares representing the entire issued ordinary share
capital in the Company upon the terms and conditions and on the basis of
the warranties and undertakings set out in this Agreement.
NOW IT IS AGREED as follows :-
1 DEFINITIONS
1.01 In this Agreement (including the Recitals and
<PAGE>
the Schedules), the following expressions shall have the following meanings
unless the context otherwise requires :-
"Accounts" the consolidated audited accounts of the Company
and the Subsidiaries as at 31 December 1999;
"Accounts Date" 31 December 1999;
"Articles" the Memorandum and Articles of Association of
the Company as altered from time to time;
"Auditors" Messrs Arthur Andersen & Co. of 21/F Edinburgh
Tower, Landmark, Central, Hong Kong or the
auditors from time to time of the Company;
"Claim" includes a claim, notice, demand, action,
proceeding, litigation, investigation,
judgment, award, arbitration, damage, loss,
cost, expense or liability existing,
pending, expected, threatened or
ascertained, whether based in contract, tort
or statute;
"Companies the Companies Ordinance (Chapter 32), of the
Ordinance" laws of Hong Kong;
"Completion" completion of the sale and purchase of the Sale
Shares in accordance with the provisions of
Clause 4 of this Agreement;
"Completion Date" the date specified in Clause 4.01 of this
Agreement for Completion;
"Consideration Shares" the 895,765 shares of common stock in the Vendor
held by the Purchasers which are to be
transferred to the Vendor or as it shall direct
upon Completion in satisfaction of the purchase
price of the Sale Shares in accordance with the
terms of this Agreement;
"Deed of Waiver" the deed of waiver to be executed by the
Company in favour of the Vendor at Completion
in the form set out in Schedule 4;
"Group" the Company and the Subsidiaries if any, and
the expression "member of the Group" shall be
construed accordingly;
"HK$" Hong Kong Dollars, the lawful currency of Hong
Kong;
"Hong Kong" the Hong Kong Special Administrative Region of
the People's Republic of China;
"Purchasers" ACMA Strategic, Superego, ACMA Investments and
Carl Tong jointly and severally;
"Sale Shares" 100,000 Shares which the Purchasers will
purchase from the Vendor and the Vendor will
sell to the Purchasers pursuant to
<PAGE>
this Agreement;
"Shares" the ordinary shares of the Company of HK$10.00
each;
"Stock Exchange" any recognized Stock Exchange on which the
shares of the Vendor are listed from time to
time;
"Subsidiaries" all the subsidiaries (as defined in the
Companies Ordinance) from time to time of the
Company (whether held directly or indirectly)
including those listed in Schedule 3;
"Taxation" all liability to any form of taxes, duties,
imposts, charges, withholdings, levies, rates,
any claim for taxation or other governmental
impositions of whatever nature whenever and by
whatever authority imposed, assessed or charged
together with all costs, charges, interests,
penalties, fines, expenses, deprivation of any
tax relief and other additional statutory
charges incidental or related to such
impositions accruing before Completion;
"US$" United States Dollars, the lawful currency of
the United States of America;
"Warranties" all or any of the representations, warranties
and undertakings set out in Schedule 2 and
Clause 5 and any other representations,
warranties and undertakings made by or on
behalf of the Vendor in this Agreement or which
have become terms of this Agreement.
1.02 References to statutory provisions shall be construed as references to
those provisions as amended or re-enacted or as their application is
modified by other provisions of which they are re-enactments (whether with
or without modification) and shall also include regulations or orders from
time to time made pursuant to them.
1.03 For the purposes of this Agreement any reference to a Recital, Clause,
sub-Clause or Schedule is a reference to a Recital, Clause, sub-Clause or
Schedule of this Agreement, and the Recitals and Schedules form part of and
are deemed to be incorporated in this Agreement.
1.04 The headings used in this Agreement and the Schedules are inserted for
convenience only and shall be ignored in construing this Agreement.
1.05 In this Agreement words connoting any gender include all genders; words
connoting the singular include the plural and words connoting the plural
include the singular; and references to persons include bodies corporate or
unincorporated.
1.06 A document expressed to be "in the approved terms" means a document the
terms of which have been approved by or on behalf of the parties hereto and
a copy of which has been signed for the purposes of identification by or on
behalf of the parties hereto.
1.07 All obligations and liabilities of the Purchasers under this Agreement
shall be joint and several.
<PAGE>
2. SALE AND PURCHASE OF THE SALE SHARES
2.01 Subject to the terms of this Agreement, the Vendor shall sell as beneficial
owner and the Purchasers shall purchase, the Sale Shares with effect from
Completion free from all charges, liens, encumbrances and other adverse
claims on or after Completion.
2.02 The Purchasers or their nominees shall be entitled to exercise all rights
attached or accruing to the Sale Shares including, without limitation, the
right to receive all dividends, distributions or any return of capital
declared, paid or made by the Company on or after Completion.
2.03 The Vendor hereby waives and agrees to procure the waiver of any
restrictions on transfer (including pre-emption rights) which may exist in
relation to the Sale Shares, whether under the Articles or otherwise.
3. CONSIDERATION SHARES
3.01 The total consideration for the sale and purchase of the Sale Shares shall
be fully satisfied by the Consideration Shares to be transferred by the
Purchasers to the Vendor or its nominee on Completion free from all
charges, liens, encumbrances and other adverse claims on or after
Completion.
3.02 The Purchasers jointly and severally warrant that they are the sole
beneficial owners of the Consideration Shares and are entitled to sell and
transfer the full legal and beneficial ownership of the same to the Vendor
or its nominees.
3.02 The Purchasers jointly and severally warrant that they have not exercised
any lien over any of the Consideration Shares and there is no outstanding
call on any of the Consideration Shares and all of the Consideration Shares
are fully paid.
3.03 There is no option, right to acquire, mortgage, charge, pledge, lien or
other form of security or encumbrance on, over or affecting any of the
Consideration Shares and there is no agreement or commitment to give or
create any of the foregoing and no claim has been made by any person to be
entitled to any of the foregoing which has not been waived in its entirety
or satisfied in full.
4. COMPLETION
4.01 Completion shall take place on 3 October 2000 or on such later date as the
Vendor and the Purchasers may agree at the office of the Purchasers'
Solicitors, Messrs Angela Wang & Co of 24/F Entertainment Building, 30
Queen's Road Central, Hong Kong, or such other place as the parties may
agree when all (and not part only) of the following business will be
transacted :-
(a) the Vendor shall deliver to the Purchasers at Completion :-
(i) instruments of transfer and sold notes in respect of the Sale
Shares duly executed by the Vendor as the registered and
beneficial holder thereof or as transferor in favour of the
Purchasers or their nominee(s) as transferee;
<PAGE>
(iii) a certified true copy of the board resolution of the Vendor
approving this Agreement and the sale of the Sale Shares to the
Purchasers or their nominee(s).
(b) the Purchasers shall deliver to the Vendor at Completion :-
(i) instruments of transfer and sold notes in respect of the
Consideration Shares duly executed by the Purchasers as the
registered and beneficial holder thereof and as transferor in
favour of the Vendor or its nominee(s) as transferee;
(ii) the original share certificates for the Consideration Shares;
(iii) certified true copies of the board resolutions of any of the
Purchasers which are corporations approving and authorizing the
execution and completion of this Agreement and all matters
contemplated by this Agreement;
(iv) the Deed of Waiver duly executed by the Company.
4.02 The transactions described in Clause 4.01 above shall take place at the
same time so that in default of the performance of any such transactions by
the Vendor or the Purchasers, without prejudice to any legal remedies to
the party not at fault, the party not at fault may :-
(a) defer Completion to a day not more than 14 days after the date fixed
for Completion (and so that the provisions of Clause 4.01 shall apply
to Completion so deferred); or
(b) proceed to Completion so far as practicable but without prejudice to
its rights hereunder; or
(c) rescind this Agreement without liability on its part.
4.03 The Purchasers shall not be obliged to complete the purchase of any of the
Sale Shares unless the purchase of all of the Sale Shares are completed
simultaneously.
4.04 In the event the Purchasers shall give notice in writing of satisfaction
of, or shall waive, the conditions contained in Clause 4.01, such notice or
waiver shall not imply that the Purchasers are not relying on the
Warranties but rather that they are prepared, in reliance upon the
Warranties and such comfort, if any, as they have taken from their
investigations, to proceed with the transaction.
4.05 Following Completion, the Vendor shall forthwith on demand issue a cheque
to the Purchaser for the Vendor's half share of the stamp duty on the sale
and purchase of the Sale Shares.
5. THE WARRANTIES
5.01 The Vendor hereby represents, warrants and undertakes to the Purchasers in
the terms
<PAGE>
set out in Schedule 2 and the Vendor represents and warrants to the
Purchasers that the Warranties are true and correct as at the date hereof
and will be true and accurate on Completion with reference to the facts and
circumstances then existing.
5.02 The Vendor hereby acknowledges that the Purchasers are entering into this
Agreement in reliance upon each of the Warranties notwithstanding any
investigations which the Purchasers, the Purchasers' accountants or any of
their respective directors, officers, employees, agents or advisors may
have made and undertake to indemnify and keep fully indemnified the
Purchasers against any costs (including all legal costs), expenses, loss or
liability suffered by the Purchasers as a result of or in connection with
any material inaccuracy or breach of any of the Warranties. This indemnity
shall be without prejudice to any other rights and remedies of the
Purchasers and their assigns in relation to any such breach of Warranties
and such rights and remedies are hereby expressly reserved.
5.03 The Warranties shall be deemed to be repeated on Completion and survive
Completion and the rights and remedies of the Purchasers in respect of any
breach of the Warranties shall not be affected by Completion or by the
Purchasers rescinding, or failing to rescind this Agreement, or failing to
exercise or delaying the exercise of any right or remedy, or by any other
event or matter whatsoever, except a specific and duly authorized written
waiver or release and no single or partial exercise of any right or remedy
shall preclude any further or other exercise.
5.04 The Purchasers shall be entitled to take action both before and after
Completion in respect of any breach or non-fulfillment of any of the
Warranties and Completion shall not in any way constitute a waiver of any
right of the Purchasers.
5.05 If prior to Completion any of the Warranties are found to be materially
untrue, misleading or incorrect or have not been fully carried out in any
material respect, the Purchasers shall, without prejudice to any other
rights or remedies which the Purchasers shall be entitled at law, be
entitled by notice to the Vendor to avert or remedy such breach of the
Warranties within thirty (30) days of such notice and Provided Always that
in respect of any claims for breach of the Warranties after Completion, the
Purchasers shall not be entitled to rescind this Agreement and its only
remedy against the Vendor shall be in damages only.
5.06 The Vendor shall not be liable for any breach of the Warranties except in
respect of those circumstances which may give rise to a claim made
hereunder and of which notice has been given to the Vendor on or prior to
the date which is 30 days after the Completion Date.
5.07 The Vendor shall not be liable for any breach of the Warranties to the
extent that such liabilities arise by result of any acts, or omissions
affected by the Purchasers or their related parties.
5.08 The total liability of the Vendor in respect of the Warranties shall not
exceed the value of the Sale Shares. The Vendor shall have no liability for
breach of any Warranties unless the aggregate amount of all claims which
would otherwise be made under this agreement shall exceed US$1,000,000 and
consist of individual cases exceeding US$300,000.
<PAGE>
5.09 The Purchasers agree to assume and transfer to its own book the liabilities
incurred by CMST prior to July 27, 2000 and hold the Vendor fully harmless
and indemnified against any future claims in relation to such liabilities
so incurred before the July 27, 2000.
5.10 The Purchasers understand that they are assuming the operations of CML and
its Subsidiaries and all liabilities of CML and its Subsidiaries (whether
actual or contingent, recorded or unrecorded, or known or unknown) as of
the Completion Date, and the Vendor is making no representation as to the
existence of assets, accuracy of the books and records, relationships with
customers and vendors, or condition of such business. The Purchasers
further understand that they will have no right of recourse against the
Vendor with respect to the condition of the CML business at the Completion
Date, other than for a breach of a specific Warranty given by the Vendor in
this Agreement or in Schedule 2 attached hereto. Further, the Purchasers
agree to defend and hold the Vendor fully harmless and indemnified against
any past or future claims that third parties may bring against the Vendor
for costs, expenses, fees, guarantees, damages, judgments or losses of any
nature pertaining to or arising out of the operations or business of CML
and the Subsidiaries, including any legal fees that Vendor may incur to
defend itself against such third-party claims. The previous sentence is
intentionally broad in scope as it is the intent of the parties that the
Vendor should have no ongoing obligation or liability whatsoever to third
parties with respect to the business and affairs of CML and its
Subsidiaries, including any actions undertaken prior to the Completion Date
by Creative Master International, Inc. (renamed PacificNet.com, Inc.)
pertaining to such business.
6 EMPLOYEES' SHARE OPTIONS
6.01 The Vendor will cause necessary board resolution or Administrator of the
PacificNet.com Inc. 1998 Stock Option Plan to ensure that the right of any
employees of the Company or the Subsidiaries who shall cease to be employed
by the Vendor's group of companies as a result of this Agreement to extend
the exercise period to to 60 days following the Completion Date or 31st
December, 2000, whichever is later and that any unexercised options shall
be terminated and lapse automatically thereafter.
7 CONFIDENTIALITY
7.01 In consideration of the parties making available to the parties and their
advisers and representatives certain information, and in consideration of
the undertakings by the parties herein set out above, the Vendor hereby
agrees and undertakes to the Purchasers and the Purchasers hereby agree and
undertake to the Vendor that :-
(a) all Confidential Information shall be held in complete confidence by
it and by its advisers and representatives and shall not, without the
prior written consent of the party providing the Confidential
Information, at any time be disclosed to any person, nor used for any
purpose which can be regarded as competitive with the business
interests of the party providing the Confidential Information;
(b) notwithstanding Clause 7.01 (a) above, the parties may disclose
Confidential Information to those of their directors, officers,
employees, advisers and representatives who are directly concerned
with appraisal of the transactions described herein. The parties shall
on written demand supply the other parties with a list of those
persons within such party (giving their names and details of positions
held by them) and of its professional advisers and representatives who
are likely to be directly concerned with its appraisal of the
transactions described herein;
(c) any party receiving Confidential Information and its advisers and
representatives will immediately upon receipt of a written demand from
the party providing such Confidential Information return to the party
providing Confidential Information or destroy all Confidential
Information which is capable of being returned (and all and any copies
thereof or of any part thereof); and
(d) the parties, their advisers and representatives will only copy,
reproduce or distribute in whole or in part Confidential
Information:-
(i) with the prior written consent of the party providing such
Confidential Information; or
(ii) for the purpose of supplying Confidential Information to persons
to whom disclosure is permitted hereunder.
7.02 For the purposes of this Agreement, the term "Confidential Information"
includes all information of whatsoever nature (whether oral, written or in
any other form) containing or consisting of material of a technical,
operational, administrative, economic, marketing, planning, business or
financial nature or in the nature of intellectual property of any kind and
relating to the parties obtained by the other parties or their advisers or
representatives, including the existence and contents of this Agreement.
7.03 Notwithstanding Clauses 7.01 and 7.02, the parties agree that none of the
undertakings or obligations of the parties or their directors, officers,
employees, advisers and representatives hereunder shall apply to
Confidential Information :-
(a) all of which is generally available to third parties (unless available
as a result of a breach of this undertaking); or
(b) all of which is lawfully in the party's possession and was not
acquired directly or indirectly from the other party; or
(c) the disclosure of or other dealing with which is required by any
applicable law or required by the Stock Exchange or any supervisory or
regulatory body to whose rules the Company or the Vendor is subject or
with whose rules it is necessary for the Company to comply, provided
that such disclosure is only made after such consultation with the
Purchaser as may be reasonably practicable.
8 MISCELLANEOUS
8.01 This Agreement shall be binding on and enure for the benefit of the
successors or assigns of the parties respectively. None of the parties
hereto may assign the benefit of any provision in this Agreement without
the prior written consent of all of the other parties.
<PAGE>
8.02 No announcement or circular in connection with this Agreement or any matter
arising therefrom shall be made or issued by or on behalf of any of the
parties hereto without the prior written approval of the parties, such
approval not to be unreasonably withheld or delayed. The restrictions in
this Clause shall not apply to any statement which is required to be made
by law or in accordance with the rules of the Stock Exchange or any
competent regulatory authority.
8.03 Nothing in this Agreement shall create or be deemed to create a partnership
or the relationship of principal and agent or employer and employee between
any of the parties and no party shall be responsible for the acts or
omissions of the employees or representatives of the other parties.
8.04 The illegality invalidity or unenforceability of any part of this Agreement
shall not affect the legality validity or enforceability of any other part
of this Agreement.
8.05 This Agreement and any documents referred to herein constitutes the whole
agreement between the parties hereto in relation to the sale of the Sale
Shares and no variation thereof shall be effective unless made in writing
signed by or by the duly authorized representatives of all parties hereto.
8.06 This Agreement may be executed in one or more counterparts each of which
shall be binding on each party by whom or on whose behalf it is so
executed, but which together shall constitute a single instrument. For the
avoidance of doubt, this Agreement shall not be binding on any party hereto
unless and until it shall have been executed by or on behalf of all persons
expressed to be party hereto.
8.07 The failure of any party hereto at any time or times to require performance
by any other party of any provision of this Agreement shall in no way
affect the right of such party to require performance of that or any other
provision and any waiver by any party of any breach of a provision of this
Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision, a waiver of the provision itself, or a
waiver of any other right under this Agreement.
8.08 (a) The Vendor shall perform such further acts and execute such further
documents as may be reasonably required to vest the beneficial and
registered ownership of the Sale Shares in the Purchasers or their
nominee(s) free from all charges, liens, encumbrances, equities and
other adverse claims and interests and with all rights attached
thereto and give effect to the obligations of the Vendor under this
Agreement.
(b) The Purchasers shall perform such further acts and execute such
further documents as may reasonably be required to vest the beneficial
and registered ownership of the Consideration Shares in the Vendor or
its nominee(s) free from all charges, liens, encumbrances, equities
and other adverse claims and interests and with all rights attached
thereto and give effect to the obligations of the Purchasers under
this Agreement.
8.09 All payments to be made under this Agreement shall be paid without set off
or counterclaim or any restriction and condition and free and clear of any
Taxation or any deductions or withholdings of any nature. If any deduction
or withholding (on account of Taxation or otherwise) is required by law to
be made, the payor shall pay such
<PAGE>
additional amount as may be necessary to ensure that the payee receives the
full amount due as if no deduction or withholding had been made.
8.10 Time shall be of the essence of this Agreement.
8.11 Each party shall bear its own costs and expenses incurred in respect of the
preparation and execution and performance of this Agreement and any
agreements and documents ancillary to it and the stamp duty payable on the
transfer of the Sale Shares shall be borne by the Vendor and the Purchasers
in equal shares.
8.12 (a) Any notice, claim or demand requiring to be served under or in
connection with this Agreement shall be in writing and signed by or on
behalf of the party giving it shall be sufficiently given or served if
delivered to the address and attention of the relevant party set out
in Clause 8.12 (b) or as otherwise notified from time to time
hereunder with specific reference to this Agreement). Any such notice,
claim or demand shall be delivered by hand or facsimile transmission
or sent by pre-paid first class post and if delivered by hand or sent
by facsimile transmission shall conclusively be deemed to have been
given or served at the time of despatch or 24 hours after, in the case
of international service and if sent by post shall conclusively be
deemed to have been received 7 days from the time of posting. All
notices under this Agreement shall be in the English language.
(b) The addresses of the parties for the purpose of Clause 8.12 (a) are as
follows:-
The Vendor:- PacificNet.com, Inc.
29th Floor 3 Lockhart Road
Wanchai, Hong Kong
For the attention of
Mr Tony Tong
Fax No : (852) 2793 0689
The Purchasers:- (1) ACMA Strategic Holdings Ltd
Unit D, 3/F Yeung Yiu Chung
(No.8) Industrial Building
20 Wang Hoi Road
Kowloon Bay
Kowloon Hong Kong
For the attention of
Mr Carl Tong
Fax No : (852) 2789 1737
(2) Superego, Inc.
Unit D, 3/F Yeung Yiu Chung
(No.8) Industrial Building
20 Wang Hoi Road
Kowloon Bay
Kowloon Hong Kong
For the attention of
Mr Carl Tong
Fax No : (852) 2789 1737
<PAGE>
(3) ACMA Investments Pte Limited
17 Jurong Port Road, Singapore 2261
For the attention of
Mr KS Chou
Fax No : (65) 268 6319
(4) Carl Tong Ka Wing
Unit D, 3/F Yeung Yiu Chung
(No.8) Industrial Building
20 Wang Hoi Road
Kowloon Bay
Kowloon Hong Kong
Fax No : (852) 2789 1737
(c) Any party may change the address (or other details) to which notices
can be sent to them by giving written notice of such change of address
(or details) to the other parties with specific reference to this
Agreement and in the manner herein provided for giving notice.
8.13 (a) This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong.
(b) Each of the parties hereby submits to the non-exclusive jurisdiction
of the Courts of Hong Kong in relation to any claim, dispute or
difference which may arise hereunder and irrevocably waives any
objection which it may now or hereafter have to the Courts of Hong
Kong being nominated as the forum to hear and determine any such
claim, dispute or difference and agrees not to claim that any such
Court is not a convenient or appropriate forum.
(c) The submission to the jurisdiction of the Courts of Hong Kong shall
not (and shall not be construed so as to) limit the right of either
party hereto to take proceedings against the other party hereto in any
other Court of competent jurisdiction, nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of
proceedings in any other jurisdiction (whether concurrently or not) if
and to the extent permitted by applicable law.
8.14 (a) The Vendor hereby irrevocably appoints PacificNet.com Limited of 29th
Floor, 3 Lockhart Road, Wanchai, Hong Kong as its agent for the
service of process in Hong Kong in relation to any matter arising out
of this Agreement.
(b) If any such process agent ceases to have an address in Hong Kong, the
appointor irrevocably agrees to appoint a new process agent and to
deliver to the other parties within 14 days a copy of a written
acceptance of appointment by the process agent.
(c) Nothing contained in this Agreement shall affect the right to serve
process in any other manner permitted by law or the right to bring
proceedings in any other jurisdiction for the purposes of the
enforcement or execution of any judgment or other settlement in any
other court.
<PAGE>
THIS AGREEMENT has been signed on the day and year first above written.
SIGNED by )
TONY TONG )
for and on behalf of )
PACIFICNET.COM, INC. )
in the presence of :- )
SIGNED by )
CARL TONG KA WING )
for and on behalf of )
ACMA STRATEGIC HOLDINGS LTD )
in the presence of :- )
SIGNED by )
CARL TONG KA WING )
for and on behalf of )
SUPEREGO, INC. )
in the presence of :- )
SIGNED by )
CARL TONG KA WING )
for and on behalf of )
ACMA INVESTMENTS PTE LTD )
in the presence of :- )
SIGNED by )
CARL TONG KA WING )
)
in the presence of :- )
<PAGE>
SCHEDULE 1
BASIC INFORMATION CONCERNING CREATIVE MASTER LIMITED
1. Registered Number : 176189
2. Date of Incorporation : 10 October 1986
3. Place of Incorporation : Hong Kong
4. Address of Registered Office : Flat D, Yeung Yiu Chung (No.8) Industrial
Building, 20 Wang Hoi Road, Kowloon Bay,
Kowloon, Hong Kong.
5. Authorized Share Capital : HK$1,000,000 divided into 100,000 shares
of HK$10.00 each
6. Issued Share Capital : 100,000 shares of HK$10.00 each held as
follows:-
NAME OF SHAREHOLDERS NO OF SHARES
PacificNet.com, Inc. 99,999
Tapman (Nominees) Limited 1
7. Directors : TONG, Ka Wing, Carl
CHOU Kong Seng
KWOK Sheck Pui
8. Secretary : Horwath Management Services Limited
9. Financial Year End : 31 December
<PAGE>
SCHEDULE 2
THE WARRANTIES
1. GENERAL
1.01 The facts stated in Recitals (A) and (B) and Schedules 1 and 3 of this
Agreement are true and correct in all material respects.
1.02 The Vendor has the right, power and authority to enter into and perform
this Agreement which, constitutes or when executed will constitute legal,
valid and binding obligations on it in accordance with its terms.
1.03 The copy of the Articles which has been supplied to the Purchasers and, for
the purposes of identification, signed by the Vendor is complete and
accurate in all respects and has attached to it copies of all resolutions
and other documents required by law to be so attached and fully set out the
rights and restrictions attaching to each class of share capital of the
Company.
2. SALE SHARES
2.01 The Vendor is the sole beneficial owner of the Sale Shares in the manner
set out in Schedule 1 and is entitled to sell and transfer the full legal
and beneficial ownership of the same to the Purchasers or their nominees.
2.02 The Sale Shares comprise 100% of the issued and allotted share capital of
the Company.
2.03 The Company has not exercised any lien over any of its issued shares and
there is no outstanding call on any of the shares of the Company and all of
the shares of the Company are fully paid.
2.04 There is no option, right to acquire, mortgage, charge, pledge, lien or
other form of security or encumbrance on, over or affecting any of the Sale
Shares or any part of the unissued share capital of the Company and there
is no agreement or commitment to give or create any of the foregoing and no
claim has been made by any person to be entitled to any of the foregoing
which has not been waived in its entirety or satisfied in full.
2.05 There is no agreement or commitment outstanding which calls for the
allotment or issue of or accords to any person the right to call for the
allotment or issue of any shares or debentures in the Company.
2.06 Subject to the relevant provisions, if any, in the Articles and the
Companies Ordinance to the contrary, no consent of any third party is
required to the sale of the Sale Shares.
3 SUBSIDIARIES
3.01 So far as appropriate, the warranties set out in this Schedule shall apply
mutatis mutandis to the Subsidiaries.
<PAGE>
SCHEDULE 3
THE SUBSIDIARIES
<TABLE>
<CAPTION>
DATE OF
DATE AND PLACE OF ACQUISITION, PRINCIPAL %
NAME INCORPORATION IF ANY BUSINESS ISSUED CAPITAL OWNED
---- ------------- ------ -------- -------------- -----
<S> <C> <C> <C> <C> <C>
Creative Master 4.10.99/ N.A. Holding Company HK$2.00 100
Overseas Holdings Hong Kong
Limited
Carison 17.03.87/ N.A. Manufacturing HK$100 70
Engineering Hong Kong of molds
Limited
Creative Master Special 23.10.98/ N.A. Holding US$100 100
Holdings Inc. BVI Company
Creative Master 16.12.98/ N.A. Trading of die- HK$100 70
Special Holdings Limited Hong Kong cast collectible
products
Dong Guang Chuanying 25.10.94/ N.A. Manufacturing HK$9,000,000 100
Toys Factory Co. Ltd PRC of die-cast
(CJV) collectible products
Excel Master Limited 10.11.87/ 07.11.96 Manufacturing HK$2 100
Hong Kong and trading of
die-cast
collectible products
Highroad Solutions 11.08.99/ N.A. Marketing of HK$100 70
Limited Hong Kong CGPs
Mastercraft Engineering 19.09.96/ N.A. Manufacturing HK$30,000 90
Limited Hong Kong of molds
Sinar Industries Limited 12.03.96/ 09.07.99 Design and HK$10,000 55
Hong Kong marketing of
CGPs
Creative Master 17.09.99/ N.A. Dormant HK$2 70
Northcord Limtied Hong Kong
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DATE OF
DATE AND PLACE OF ACQUISITION, PRINCIPAL %
NAME INCORPORATION IF ANY BUSINESS ISSUED CAPITAL OWNED
---- ------------- ------ -------- -------------- -----
<S> <C> <C> <C> <C> <C>
Techtime 05.12.95/ N.A. Manufacturing HK$10,000 55
Industries Limited Hong Kong of die-cast
collectible products
Titan Industries 20.05.98/ Titan was a Marketing of HK$10,000 100
Limited Hong Kong subsidiary of CGPs
Sinar when
Sinar was
acquired by
the Group
Act Labs International 20.03.00/ N.A. Marketings of CGP's HK$100 70
Limited Hong Kong
</TABLE>
<PAGE>
[GRAPH]
<PAGE>
SCHEDULE 4
----------
DEED OF WAIVER
--------------
