Share Purchase Agreement between Hainan Zhongwei Agricultural Resources Co. Ltd. and General Bureau of Hainan State Farms for Hainan Sundiro Motorcycle Company Ltd. Shares

Summary

This agreement is between Hainan Zhongwei Agricultural Resources Co. Ltd. (the Seller) and the General Bureau of Hainan State Farms (the Purchaser). The Seller agrees to sell, and the Purchaser agrees to buy, 24,877,008 shares of Hainan Sundiro Motorcycle Company Ltd. for RMB 70,000,000. The sale is subject to registration of the share transfer, after which payment is due within 7 days. The Seller guarantees clear ownership of the shares and will assist with the transfer process. Both parties make standard legal assurances and agree to notify relevant authorities of the transaction.

EX-10.35 10 ex10-35.txt AGREEMENT FOR SALE AND PURCHASE OF SHARES EXHIBIT 10.35 AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN HAINAN SUNDIRO MOTORCYCLE COMPANY LTD. The Seller: Hainan Zhongwei Agricultural Resources Co. Ltd. Registered office: 6/F., Hongyun International Hotel, 13 Haixiu Avenue, Haikou City, Hainan Province Legal representative: Mr. Lin Yu Quan The Purchaser: General Bureau of Hainan State Farms Registered office: Nongken Road, Haixiu Avenue, Haikou City, Hainan Province Legal representative: Mr. Lin Yu Quan WHEREAS the Seller owns 63,787,200 Legal Person Shares of Hainan Sundiro Motorcycle Company Ltd. (the "Company") and desires to sell part of and the Purchaser desires to purchase part of such stock. WHEREBY it is now agreed as follows:- ARTICLE I SALE OF SHARES 1.1 The Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller Legal Person Shares owned by the Seller and all of the rights and interests of the Seller therein and thereto at the Effective Date of this Agreement on terms and subject to the conditions set forth in this Agreement. 1.2 The Seller owns 63,787,200 Legal Person Shares of the Company. The number of shares to be sold to the Purchaser (the "Shares") is Twenty Four Million Eight Hundred Seventy Seven Thousand and Eight (24,877,008) Legal Person Shares, par value RMB1 per share, which constitutes approximately 3.37% of the total issued and outstanding share capital of the Company. ARTICLE II PURCHASE CONSIDERATION 2.1 The total purchase consideration for the Shares under this Agreement is Renminbi Yuan Seventy Million (RMB70,000,000) (the "Purchase Consideration"). 2.2 The Purchase Consideration shall become payable to an account designated by the Seller within 7 days after the completion of the registration of transfer of shares in the Shenzhen Stock Exchange Registration Company Ltd. 2.3 The Seller shall give a notice to the Purchaser the next days after the completion of registration of transfer of shares, designating its account for the payment of the Purchase Consideration by the Purchaser. 2.4 Notwithstanding any other provisions of this Agreement, at any time before the Purchaser makes payment of the Purchase Consideration, the Purchaser shall be entitled to set off part or total Purchase Consideration with any amount, owed by the Seller to the Purchaser. Upon the issuing of notice of such set-off by the Purchaser to the Seller, the set-off shall take effect whereby the Purchaser shall be released from payment of part or all the Purchase Consideration and the Seller shall be released from its debt to the Purchaser by the amount being set off. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller is hereby represents and warrants to the Purchaser as follows: 3.1 The Seller is a legal person duly organized and validly existing under the laws of the People's Republic of China. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 3.2 The Company is listed on the Shenzhen Stock Exchange and as of the date of this Agreement, its listing status has not been terminated, withdrawn, suspended or restricted. 3.3 The Shares are duly authorized, validly issued, outstanding, fully paid and nonassessable. The Seller owns the Shares free and clear of all liens, security interests, pledges or encumbrances of any kind. 3.4 The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations under this Agreement shall not: (a) conflict with or result in a violation or breach of any of the certificate or articles of assoication or other comparable corporate charter documents of the Seller or the Company; (b) conflict with or result in a violation, default or breach, as applicable, of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or contract or agreement applicable to the Seller or the Company or any of their respective assets and properties. 3.5 The total number of shares of the Company owned by the Seller shall not fall below 24,877,008 shares and be in conformity with the representations and warranties made in Article 3.3 herein between the Effective Date of this Agreement and the completion of registration of transfer of Shares with the Registration Company. 3.6 The Seller shall disclose all information to its knowledge about the Company which may cause the price of the Shares to move down at the Effective Date of this Agreement other than information already made available and accessible to the public. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Purchaser as follows: 4.1 The Purchaser is a legal person duly organized and validly existing under the laws of the People's Republic of China. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 4.2 The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations under this Agreement shall not: (a) conflict with or result in a violation or breach of any of the certificate or articles of incorporation or other comparable corporate charter documents of the Purchaser or the Company; (b) conflict with or result in a violation, default or breach, as applicable, of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or contract or agreement applicable to the Purchaser or the Company or any of their respective assets and properties. ARTICLE V EFFECTIVENESS OF THE AGREEMENT 5.1 This Agreement shall become binding and effective upon execution by both the Seller and the Purchaser ("Effective Date"). 5.2 Before the Effective Date of this Agreement, any rights and interests related to the Shares shall be enjoyed by and, any obligations and liabilities related to the Shares be undertaken by, the Seller. 5.3 The Seller agrees to assist the Purchaser to procure the formal ownership of the Shares so as to enjoy all rights and interests and to undertake all obligations and liabilities as a shareholder of the Company through the completion of the registration of transfer in the Registration Company. 5.4 After the Effective Date of this Agreement, any rights and interests related to the Shares shall be enjoyed by and any obligations and liabilities shall be undertaken by the Purchaser except obligations or liabilities arising out of any negligence or fault of the Seller before the completion of registration which shall be undertaken by the Seller. 5.5 From the Effective Date of this Agreement to the completion of registration of transfer: (1) unless under the written instruction of the Purchaser otherwise, the Seller shall take all necessary actions to exercise the rights entitled under the Shares including rights to receive bonus shares, dividend and stock issue through capitalization of reserves, rights to participate in all right issues and their subsequent transfer and listing of Shares and all other rights and shall not waive any of the rights and interests entitled by the Shares, for and on the benefit of the Purchaser. The Seller shall give at least three (3) days advance notice to the Purchaser before it takes any of the aforesaid action. Any expenses and costs incurred in relation to the aforesaid action shall be borne by the Purchaser and paid by the Seller in advance. (2) Any of the liabilities incurred other than the liabilities undertaken by the Purchaser in accordance with 5.5 (1) herein shall be undertaken by the Seller. ARTICLE VI REPORT, PUBLIC ANNOUNCEMENT AND REGISTRATION 6.1 The sale of Shares under this Agreement shall be reported in writing to the Company, Shenzhen Stock Exchange, Securities Administration Office of Hainan Province and China Securities Supervision Commission. 6.2 Both parties hereto shall make public announcement separately in one of the newspapers published nationwide and designated by the China Securities Supervision Commission according to the Standard promulgated by the China Securities Supervision Commission. Each party shall pay its own expenses related to such announcement. 6.3 Both parties hereto shall make registration of transfer in the Registration Company jointly within Fifteen (15) days from the Effective Date of this Agreement. The parties shall tender the following documents to the Registration Company: (1) identification certificate of person in charge of application for registration (2) power of attorney of each party (3) this Stock Purchase Agreement (4) other necessary documents for the registration. Each party shall pay its own expenses related to such action. ARTICLE VII MISCELLANEOUS 7.1 This Agreement supersedes all prior discussion and agreements between the parties hereto with respect to the subject matter hereof and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof. 7.2 The applicable law of this Agreement is the laws of the People's Republic of China. 7.3 The heading used in this Agreement have been inserted for convenience of reference only and do not define or limit the provision hereof. 7.4 This Agreement may be executed in any number of identical counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Dated this 17th day of April, 2001 The Seller: Hainan Zhongwei Agricultural Resources Co. Ltd. By: /s/ Li Fei Lie - --------------------------------------- Li Fei Lie The Purchaser: General Bureau of Hainan State farms By: /s/ Lin Yu Quan - --------------------------------------- Lin Yu Quan Agreement for the Sale and Purchase of Shares in Hainan Sundiro Motorcycle Co. Ltd. by and between HARC and the Farming Bureau dated April 17, 2001 (Certified English translation of original Chinese version) The undersigned officer of China Resources Development, Inc. hereby certifies that the foregoing is a fair and accurate English translation of the original Chinese version of the Agreement for the Sale and Purchase of Shares in Hainan Sundiro Motorcycle Co. Ltd. by and between HARC and the Farming Bureau dated April 17, 2001. /s/ Wong Wah On ---------------------------------------------- Wong Wah On, Director and Financial Controller