232441805.

doc


SHARES SALE AND PURCHASE AGREEMENT


BY AND BETWEEN
PARTY B
the Sellers
AND
ABC PTE LTD &
123 CO! LTD
t"#ether the P$r%h&sers
1
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TH'S SHARES SALE AND PURCHASE AGREEMENT (A#ree(e)t) is made on May 2, 2014
by and between:
(1) PARTY B, referring to 3 (three) existing loal shareholders, both or!orate and indi"id#al, as
listed in A))e* 1 of this $greement (altogether referred to as Sellers)% and
(2) ABC PTE LTD, a om!any inor!orated and existing #nder the laws &inga!ore, ha"ing its
registered offie at '(, &inga!ore,
(3) 123 C"! Lt+! a om!any inor!orated and existing #nder the laws of )hailand, ha"ing its
registered offie at '(, *ang+o+,
((2) and (3) together referred to as P$r%h&sers),
WHEREAS,
(1) -Y. C"(/&)0 L1(1te+ (the C"(/&)0), a om!any d#ly organi-ed and existing #nder
the laws of )hailand, ha"ing its registered offie at '( *ang+o+, .n the date of the
$greement, the &ellers olleti"ely hold /0 (sixty !erent), and the other nine (0) minority
shareholders (the M1)"r1t0 Sh&reh"l+ers) olleti"ely hold the remaining 40 (forty)
!erent of the total iss#ed shares of the 1om!any%
(2) )he &ellers are the registered owners of /0,000,000 (sixty million) shares in the 1om!any,
with a !ar "al#e of *aht 10 (ten) eah, ha"ing the details as a!!earing in A))e* 2 (S&le
Sh&res),
(3) )he &ellers agree to sell and the 2#rhasers agree to !#rhase the &ale &hares !#rs#ant to the
terms and onditions of this $greement, 3t being #nderstood that the &ellers want to a4#ire
100 !erent of shares in the 1om!any,
NOW! THERE2ORE, in onsideration of the foregoing and the m#t#al !romises ontained herein, it
is m#t#ally agreed as follows:
1 SALE AND PURCHASE O2 SALE SHARES
1,1 &#b5et to the terms and onditions set forth in this $greement, the 2#rhaser agrees
to !#rhase the &ale &hares from the &ellers, and the &ellers agree to sell, transfer,
assign and deli"er the &ale &hares, as detailed in A))e* 2, to the 2#rhaser free and
lear of any !ledges, se#rity interests, en#mbranes, laims, liabilities, restritions
or other third !arty rights,
1,2 )he &ellers agree to a#se the Minority &hareholders to sell and transfer their shares
to the 2#rhasers at the 2#rhase 2rie (as defined in 1la#se 2,1),
2 PURCHASE PR'CE
2,1 )he !rie of the &ale &hares shall be *aht 22 (twenty two) !er share (P$r%h&se
Pr1%e), )he res!eti"e 2#rhase 2rie !ayable to eah of the &ellers is !resribed in
A))e* 1,
2,2 3t is m#t#ally agreed by the !arties that the 2#rhaser shall be entitled to the entire
amo#nt of any ann#al di"idend whih a meeting of the shareholders or the board of
diretors, as the ase may be, may deide after the 1om!letion 6ate (as defined in
1la#se 4,1) whether or not s#h di"idends relate to a !eriod ommening with a date
on or !rior to the 1om!letion 6ate,
2
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3 PAYMENT
*oth !arties agree that the 2#rhaser shall !ay the &ellers the 2#rhase 2rie of the &ale
&hares by remitting the 2#rhase 2rie to the ban+ ao#nts designated by the &ellers (B&)3
A%%"$)ts) as s!eified in A))e* 2 hereto,
4 COMPLET'ON
4,1 )he om!letion date shall be the date #!on whih the 2#rhase 2rie is f#lly !aid to
the &eller aording to 1la#se 3 (C"(/let1") D&te), ex!eted to be 31 .tober
2014, and in no ase, shall be later than 31 6eember 2014, )he om!letion of the
sale and !#rhase of the &ale &hares shall ta+e !lae at s#h loation as the !arties
shall agree,
4,2 .n or !rior to the 1om!letion date, the obligation of both !arties to om!lete the
transation ontem!lated by this $greement shall be s#b5et to the onditions
!reedent listed in A))e* 3,
4,2 3n exhange of the !ayment of the 2#rhase 2rie #nder 1la#se 3 abo"e, on or !rior
to the 1om!letion 6ate, the &ellers shall deli"er to the 2#rhaser the following
do#ments:
(1) )he share ertifiates d#ly exe#ted by eah of the &ellers and eah of the
2#rhasers, and signed by witnesses%
(2) )he min#tes of board meeting and7or shareholders meeting, inl#ding any
neessary re4#ired do#ments, d#ly held or exe#ted, to a!!ro"e the transfer
of the &ale &hares of the or!orate shareholder as a!!earing in A))e* 1,
(3) )he original share ertifiates re!resenting the res!eti"e &ale &hares to the
2#rhaser%
(4) )he resignation letters d#ly exe#ted by the re!resentati"e diretor(s) of the
&ellers whose names a!!eared in A))e* 1% and
(8) ash or ashier he4#e made !ayable to the 2#rhaser for half of the stam!
d#ty as re4#ired by laws,
5 Re/rese)t&t1")s &)+ W&rr&)t1es
8,1 9ah of the &ellers hereby re!resents and warrants to the 2#rhaser that:
(1) 9ah of the &ellers has all the neessary a!aity, !ower and a#thority, if
a!!liable, and has d#ly ta+en all neessary or!orate ations and other ations to
enable it, to exe#te, deli"er and !erform the obligations set o#t #nder this
$greement,
(2) 9ah of the &ellers is the sole legal and benefiial owner of the sale &hares and,
therefore, entitled to sell and transfer the ownershi! and other rights in res!et of
the same to the 2#rhaser on the 1om!letion 6ate free and lear from any and all
!ledge or en#mbranes,
3
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8,2 )he 2#rhaser hereby re!resents and warrants to the &ellers that:
(1) 3t has f#ll !ower, a#thority and legal right to !erform the transation
ontem!lated by this $greement, in aordane with the terms of this $greement,
(2) 3t has d#ly ta+en all neessary ations to exe#te, deli"er and !erform this
$greement and the transfer of the &ale &hares to it,
6 N"t1%es
$ny noties or omm#niations to the !arties shall be addressed as stated in this $greement
(#nless otherwise notified in writing to the other !arty a different address and7or fasimile
n#mber for the !#r!oses of noties and omm#niations #nder this $greement), )he &ellers
ex!ressly a!!oint Mr, 6, to be their re!resentati"e for this !#r!ose,
7 C")81+e)t1&l1t0
:,1 9ah !arty shall +ee! onfidential and not to dislose any or all of the terms and
onditions hereof, information that the !arty reei"ed #nder this $greement from any
of other !arties thereto and any other information dislosed in onnetion with the
transations ontem!lated hereby (C")81+e)t1&l ')8"r(&t1")) to any third !arty
(exe!t for its affiliates), witho#t !rior written onsent of the other !arty,
:,2 3nformation shall not be treated as the 1onfidential 3nformation #nder this $greement
to the extent the reei"ing !arty an learly demonstrate that the information:
(1) as of the time of dislos#re, was already +nown to the reei"ing !arty witho#t the
obligation of onfidentiality%
(2) was obtained by the reei"ing !arty in good faith from a third !arty that was
lawf#lly in the !ossession of s#h information and was not in "iolation of any
ontrat#al or legal obligation with res!et to the information reei"ed%
(3) is or beomes !art of the !#bli domain thro#gh no fa#lt of the reei"ing !arty as
shown by written reords%
(4) is dislosed by a !arty to its !rofessional ad"isor (e,g,, lawyers, ao#nts, et,) on
a need;to;+now basis% or
(8) is re4#ired to be dislosed by the o#rt or administrati"e body of om!etent
5#risdition, if the reei"ing !arty notifies the dislosing !arty of the order at the
earliest reasonable o!!ort#nity so that the dislosing !arty an ontest the
dislos#re,
9 M'SCELLANEOUS
91 Ass1#)(e)t 9ither !arty shall not s#bontrat or assign its rights or obligations #nder
this $greement to a third !erson witho#t !rior written onsent of the other !arty,
92 E)t1re A#ree(e)t )his $greement and the do#ments in the agreed form re!resent
the entire #nderstanding, and onstit#te the whole agreement, in relation to its s#b5et
matter and s#!ersede any !re"io#s agreement between the !arties with res!et
thereto,
4
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93 C"sts 9ah !arty shall !ay its own osts in onnetion with the !re!aration,
negotiation and exe#tion of this $greement and any matter ontem!lated by it,
inl#ding witho#t limitation to lawyers< fees,
94 A(e)+(e)t 1) Wr1t1)# =o !ro"ision of this $greement shall be amended or added
to this $greement, exe!t by an amendment whih is in writing and signed by the
!arties, =o s#!!lement, modifiation, or amendment of this $greement shall be
binding #nless exe#ted in writing by the !arties,
95 Se:er&;1l1t0 3n ase any !ro"ision in this $greement shall be held in"alid,
#nlawf#l or #nenforeable, the "alidity, legality and enforeability of the remaining
!ro"isions hereof will not in any way be affeted or im!aired thereby,
96 G":er)1)# L&< )his $greement and rights and obligations of the !arties here#nder
shall be go"erned by and onstr#ed in all res!ets in aordane with the laws of
)hailand,
8
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'N W'TNESS WHEREO2, this $greement is made in d#!liate with idential text, 9ah !arty
retains one o!y of the $greement, )he !arties ha"e thoro#ghly read and #nderstood the !ro"isions
hereof and ha"e set their hands here#nder,
The Sellers
>or and on behalf of
E2G C"! Lt+
Mr D
Ms
3n the !resene of:
??????????????????????????@itness
( )
The P$r%h&ser
>or and on behalf of
ABC Pte Lt+
==========================
=ame:
)itle:
==========================
=ame:
)itle:
3n the !resene of:
?????????????????????????? @itness
( )
>or and on behalf of
123 C"! Lt+
==========================
=ame:
)itle:
==========================
=ame:
)itle:
3n the !resene of:
?????????????????????????? @itness
( )
/
232441805.doc
ANNE- 1
A L1st "8 Three Sh&reh"l+ers
1or!orate &hareholders
1, 9>A 1o,, Btd,, a om!any inor!orated and existing #nder )hai law, ha"ing its registered
offie at '(, *ang+o+, )hailand
3ndi"id#al &hareholders
2, Mr, 6,, ha"ing an identifiation ard n#mber '(, residing at '( ,*ang+o+%
3, Ms, C, ha"ing an identifiation ard n#mber '(, residing at '( *ang+o+ %
B L1st "8 res1#)1)# D1re%t"r>s?
1, Mr, 6,
2, Ms, C,
3, Mr, 3,
:
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ANNE- 2
A S&le Sh&res
N" N$(;er "8 S&le Sh&res@
T"t&l P$r%h&se Pr1%e
Sh&re N"s N&(es "8 Sh&reh"l+ers@ B&)3
A%%"$)t
1,
30,000,000%
B&ht 66A!AAA!AAA
1;30000000 9>A 1o,, Btd,% *an+ $o#nt
6etails
2,
1D,000,000%
B&ht 3B6!AAA!AAA
30000001;4D000001 Mr, 6, % *an+ $o#nt 6etails
3,
12,000,000%
B&ht 264!AAA!AAA
4D000001;/0000000 Ms, C, % *an+ $o#nt 6etails
T"t&l 6A!AAA!AAA S&le Sh&res@ T"t&l P$r%h&se Pr1%e B&ht 1!32A!AAA!AAA
D
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ANNE- 3
L1st "8 C")+1t1")s Pre%e+e)t
0