-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GuXF8Hk10Bl3PgHxr6Ev2eY4Ymx0QfYhqkb5kNubdro/kJMsf7xD1xmmKZzVsoEm m7P89xX3OTJ4MhJmsMjVoQ== /in/edgar/work/0000912057-00-045079/0000912057-00-045079.txt : 20001019 0000912057-00-045079.hdr.sgml : 20001019 ACCESSION NUMBER: 0000912057-00-045079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICNET COM INC CENTRAL INDEX KEY: 0000815017 STANDARD INDUSTRIAL CLASSIFICATION: [3944 ] IRS NUMBER: 112854355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59081 FILM NUMBER: 741847 BUSINESS ADDRESS: STREET 1: 18 BEDFORD RD CASEY IND BLDG 8TH FLOOR STREET 2: TAIKOKTSUI KOWLOON HONG KONG CITY: BELLE HARBOR STATE: NY ZIP: 11694-0007 BUSINESS PHONE: 7184746568 MAIL ADDRESS: STREET 1: 18 BEDFORD RD CASEY IND BLDG 8TH FL STREET 2: TAIKOKSUI KOWLOON HONG KONG FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE MASTER INTERNATIONAL INC DATE OF NAME CHANGE: 19980508 FORMER COMPANY: FORMER CONFORMED NAME: DAVIN ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: B2B LTD CENTRAL INDEX KEY: 0001116414 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 F BANK OF CHINA TOWER 1 GARDEN RD CITY: HONG KONG BUSINESS PHONE: 85225140300 MAIL ADDRESS: STREET 1: 52 F BANK OF CHINA TOWER 1 GARDEN ROAD CITY: HONG KONG SC 13D/A 1 a2028039zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) PacificNet.com, Inc. ---------------------------------------- (Name of Issuer) Common Stock. ---------------------------------------- (Title of Class of Securities) 69511V 10 8 ---------------------------------------- (CUSIP Number) B2B Ltd. 52/F Bank of China Tower 1 Garden Road Hong Kong (852) 2514 0300 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications September 28, 2000 --------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / / (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) CUSIP NO. 69511V 10 8 SCHEDULE 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons B2B Ltd. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Hong Kong - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 2,413,890 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 2,413,890 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,413,890 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 27.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 69511V 10 8 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (Entities only) China Internet Global Alliance Limited - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 00 - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Hong Kong - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 2,425,423 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 2,425,423 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,425,423 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 27.5% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 69511V 10 8 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (Entities only) Oei Hong Leong - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 00 - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Singapore - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 693,995 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 693,995 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 693,995 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.9% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 1 Schedule 13D ITEM 1. SECURITY AND ISSUER This statement relates to the common stock (the "Common Stock") of PacificNet.com, Inc. (f/k/a Creative Master International, Inc.), a Delaware corporation (the "Company"), with its principal executive offices at 29th Floor, 3 Lockhart Road, Wanchai, Hong Kong. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by (i) B2B Ltd., a corporation organized and existing under the laws of Hong Kong, with its principal executive and business offices at 52/F Bank of China Tower, 1 Garden Road, Hong Kong, (ii) China Internet Global Alliance Limited, a corporation organized and existing under the laws of Hong Kong ("CIGAL"), with its principal executive and business offices at 52/F Bank of China Tower, 1 Garden Road, Hong Kong, and (iii) Oei Hong Leong, a citizen of Singapore, who resides at 48A Dalvey Road, Singapore 259452 (collectively, the "reporting persons"). B2B Ltd. is wholly owned by CIGAL. Oei Hong Leong is Chairman and Chief Executive Officer and a principal shareholder of CIGAL. The attached Schedule I is a list of the respective executive officers and directors of B2B Ltd. and CIGAL, persons that may be deemed to be controlling persons of B2B Ltd. and CIGAL, and each executive officer and director of any corporation or other person ultimately in control of these reporting persons, which contains the following information with respect to each person listed on such schedule: - name and representative through which it acts, if any; - residence address or principal business address and, if different, address of principal office; - principal business or present principal occupation or employment and, if applicable, the name, principal business and address of any corporation or other organization in which such employment is conducted; and - citizenship or place of organization. During the past five years, none of the reporting persons nor, to the best knowledge of the reporting persons, any of their respective executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION Pursuant to a sale and purchase agreement dated September 28, 2000 entered into by Chip Lian Investments (HK) Limited, Calisan Developments Limited ("Calisan"), Sanion Enterprises Limited, Mr. Oei Hong Leong and Great Decion Limited, Great Decision Limited acquired shares in CIGAL representing 17.45% of its issued share capital through its acquisition of the entire issued share capital of Calisan. In addition, pursuant to a separate sale and purchase agreement dated September 26, 2000 entered into between Mr. Oei Hong Leong, Chip Lian Investments (HK) Limited, Calisan, Sanion Enterprises Limited and Powervote Technology Limited ("Powervote"), as well as a supplemental agreement dated September 28, 2000 entered into by the same parties, Powervote also acquired shares in CIGAL representing 11.55% of its issued share capital. As a result of these transactions, Mr. Oei no longer has any equity interest in CIGAL. Mr. Oei intends at present to retain ownership of the shares of Common Stock owned directly by him as reflected in Item 5 below. Other than as described in this Item 4, none of the reporting persons nor any person named on Schedule I hereto has plans or proposals which would result in or relate to (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure, including by not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12 (g)(4) of the Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, B2B Ltd. directly beneficially owns 2,413,890 shares of Common Stock, representing 27.3% of the class. As of the date hereof, CIGAL indirectly beneficially owned 2,425,423 shares of Common Stock, representing 27.5% of the class, by reason of (1) its 100% ownership of B2B Ltd. and (2) its partial ownership of China Pharmaceutical Industrial Limited, another subsidiary of CIGAL, which directly beneficially owns 11,533 shares of Common Stock as of the date hereof. As of the date hereof, Oei Hong Leong directly beneficially owned 693,995 shares of Common Stock, representing 7.9% of the class. Oei Hong Leong disclaims beneficial ownership of the shares reported herein as beneficially owned by B2B Ltd. and CIGAL. Immediately following the transaction described in Item 4, assuming it is completed, Oei Hong Leong would continue to directly beneficially own 693,995 shares of Common Stock, representing 7.9% of the class. None of the persons named on Schedule I beneficially owned shares of Common Stock, other than Catherine Ma Wai Man, Director of CIGAL, who beneficially owned 18,104 shares of Common Stock, representing 0.2% of the class and Li Ling Xiu, who beneficially owned 60,347 shares of Common Stock, representing 0.2% of the class and Li Ling Xiu, who beneficially owned 60,347 shares of Common Stock, representing 0.7% of the class. (b) B2B Ltd. and CIGAL have shared power to vote and to dispose of 2,413,890 shares of Common Stock. China Pharmaceutical Industrial Limited and CIGAL have shared power to vote and to dispose of 11,533 shares of Common Stock. The executive officers, directors and controlling persons of China Pharmaceutical Industrial Limited, and executive officers and directors of any person ultimately in control of China Pharmaceutical Industrial Limited, are as follows: Lien Kait Long, Li Ling Xiu and Catherine Ma Wai Man of 52/F Bank of China Tower, 1 Garden Road, Hong Kong, and Ian Jame Burton of 2/F 45 Stirling Highway, Nedlands, WA 6009, Australia. Oei Hong Leong has sole power to vote and to dispose of 693,995 shares of Common Stock, Catherine Ma Wai Man has sole power to vote and to dispose of 18,104 shares of Common Stock Li Ling Xiu has sole power to vote and to dispose of 60,347 shares of Common Stock. (c) China Pharmaceutical Industrial Limited, located at 52/F, Bank of China Tower, 1 Garden Road, Hong Kong, purchased on the open market 500 shares of Common Stock at US $8.00 per share on August 7, 2000, 3,000 shares of Common Stock at US $8.8542 per share on August 8, 2000, 300 shares at US $8.75 per share on August 11, 2000 and 100 shares of Common Stock at US $8.75 per share on August 15, 2000. As a result of these transactions, China Pharmaceutical Industrial Limited increased its ownership from 7,633 shares to 11,533 shares of Common Stock. Other than as described in Item 4 and as described above, neither the reporting persons nor any person named in Schedule I effected any transactions in the Company's Common Stock during the past 60 days. (d) The reporting persons know of no other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. (e) The reporting persons are the beneficial owner of more than 5% of the class. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1) Sale and Purchase Agreement, dated as of 26th September, 2000, among Powervote Technology Limited and Oei Hong Leong, Chip Lian Investments(HK) Limited, Calisan Developments Limited, and Sanion Enterprises Limited (collectively, "Mr. Oei and his associates"). 2) Supplement Sale and Purchase Agreement dated 28th September, 2000, among Powervote and Mr. Oei and his associates. 3) Sale and Purchase Agreement, dated 28th September, 2000, among Great Decision Limited and Mr. Oei and his associates. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 18, 2000 B2B LTD. By: /s/ CATHERINE MA ------------------------------- Name: Ma Wai Man, Catherine Its: Director October 18, 2000 CHINA INTERNET GLOBAL ALLIANCE LIMITED By: /s/ CATHERINE MA ------------------------------- Name: Ma Wai Man, Catherine Its: Director October 18, 2000 /s/ OEI HONG LEONG ------------------ OEI HONG LEONG SCHEDULE 1 ----------------
PRINCIPAL BUSINESS OR PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND IF APPLICABLE, THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY RESIDENCE ADDRESS OR CORPORATION OR OTHER NAME AND PRINCIPAL BUSINESS ADDRESS ORGANIZATION IN WHICH REPRESENTATIVE AND IF DIFFERENT, ADDRESS SAID EMPLOYMENT IS THROUGHWHICH IT ACTS OF PRINCIPAL OFFICE CONDUCTED Director China Internet Global Alliance Flat A, 12/F, Glory Heights, Limited & B2B Limited 52/F, Bank of Ma Wai Man, Catherine 52 Lyttelton Road, Mid-Level, Hong Kong China Tower 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited & B2B Limited 52/F, Bank of Lien Kait Long Garden Road, Hong Kong China Tower 1 Garden Road, Hong Kong Director c/o 52/F, Bank of China Tower, 1 B2B Limited 52/F, Bank of China Li Ling Xiu Garden Road, Hong Kong Tower 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower Fok Kin Ning Canning Garden Road, Hong Kong 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower Feng Chuan Chia Garden Road, Hong Kong 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower Tang Wei, Donald Garden Road, Hong Kong 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower David Edwin Bussman Garden Road, Hong Kong 1 Garden Road, Hong Kong Director China Internet Global Alliance c/o 52/F, Bank of China Tower, 1 Limited 52/F, Bank of China Tower Edith Shih Garden Road, Hong Kong 1 Garden Road, Hong Kong
EX-1 2 a2028039zex-1.txt EXHIBIT 1 EXHIBIT 1 DATED THE 26TH DAY OF SEPTEMBER 2000 OEI HONG LEONG and CHIP LIAN INVESTMENTS (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED and POWERVOTE TECHNOLOGY LIMITED - -------------------------------------------------------------------------------- AGREEMENT for the sale and purchase of shares in China Internet Global Alliance Limited - -------------------------------------------------------------------------------- THIS AGREEMENT is made on the 26th day of September 2000. BETWEEN: 1. OEI HONG LEONG (HKID Card No. D076875(9)) of 52nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (the "Vendor Guarantor"); 2. CHIP LIAN INVESTMENTS (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED, whose principal place of business is at 2nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (collectively the "Vendor"), and 3. POWERVOTE TECHNOLOGY LIMITED, a company incorporated in 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 $800,000,000 divided into 8,000,000,000 shares of $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 Guarantor, through his beneficial ownership of the Vendor, owns 2,133,213,585 shares of the Company equivalent to approximately 46.27% of the entire issued share capital of the Company. (C) The Vendor has agreed to sell to the Purchaser an aggregate of 1,608,800,000 shares of the Company ("the Sale Shares") beneficially owned by it upon the terms and conditions set out herein. (D) The Purchaser has agreed to purchase the Sale Shares in reliance upon the representations, undertakings, warranties and indemnities 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 beneficially owned as to 50% by Paul Y. - ITC Construction Holdings Limited ("Paul Y.") and beneficially owned as to 50% by Hanny Holdings Limited ("Hanny"). Both Paul Y. and Hanny are public companies listed on the Stock Exchange. AND NOW IT IS HEREBY AGREED as follows: 1 1. CONDITIONS PRECEDENT AND THE SALE AND PURCHASE 1.1 Completion of this Agreement shall be conditional upon clearance for the Securities and Futures Commission that a general offer will not be required to be made by the Purchaser in respect of all the shares of the Company apart from the Sale Shares and 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 save for the reason that there will be insufficient public interests or holding of the shares of the Company under Chapter 8 of the Listing Rules. 1.2 In the event of the said conditions in Clause 1.1 not being satisfied by 25th October 2000 or otherwise not waived by the Purchaser, 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, undertakings and indemnities 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 The Vendor and the Vendor Guarantor shall undertake to place down the remaining 524,413,585 shares of the Company to independent third parties on or prior to the Completion Date. 2. PURCHASE CONSIDERATION 2.1 The purchase consideration for the sale of the Sale Shares as mentioned above shall be $1,287,040,000 representing $0.80 per Sale Share. 2.2 The Purchaser shall, upon signing of this Agreement, pay a deposit of $128,704,000 (the "Deposit") to Winthrop, Stimson, Putnam & Roberts as escrow agent ("Escrow Agent"). In the event that any of the conditions precedent shall not be satisfied or specifically waived in writing by the Purchaser on or before 25th October 2000, the Purchaser may by notice in writing rescind this Agreement and the Escrow Agent shall refund the Deposit to the Purchaser 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 complete this transaction, the Deposit shall be forfeited by the Vendor absolutely. 3. COMPLETION 3.1 Completion of the sale and purchase of the Sale Shares shall take place on or before the second business day after the conditions set out in Clause 1.1 have been fulfilled or such 2 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 have been fulfilled (the "Completion Date"). 3.2 Completion of the sale and purchase of the Sale Shares shall take place in the office of the Vendor's principal place of business 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 for $514,816,000 which together with the Deposit being 50% of the purchase consideration of the Sale Shares; and (ii) a promissory note of $643,520,000 being the balance of the purchase consideration of the Sale Shares to be issued in favour of the Vendor and secured by the Sale Shares and guaranteed by Paul Y. and Hanny severally, such promissory note shall carry an interest rate of 7 1/2% per annum for a period of six (6) months. (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 and shares of the Subsidiaries not registered in the name of the Company all duly executed by the Vendor or its nominee(s); (ii) original certificates in respect of the Sale Shares (or confirmation by CCASS); (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 Stamp Duty Ordinance in respect of the sold note(s) and instrument(s) of transfer in respect of the Sale Shares; (iv) such other documents as may be required 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; and (v) all statutory books, certificates of incorporation, common seals, records and books of accounts of the Company and its subsidiaries ("the Group"). (c) The Vendor will cause a meeting of the board of directors of each of the Company and the subsidiaries (if applicable) to be held at which resolutions shall be passed to: (i) appoint such persons as the Purchaser may nominate as directors and secretaries of the Company and the subsidiaries (if applicable) all to take effect from the Completion Date; 3 (ii) amend all banking authorisations, instructions and mandates of the Group in such manner as the Purchaser may require, with effect from the effective date of the changes under sub-paragraph (i) above; and (iii) approve (subject to stamping) such transfers of the Sale Shares and shares of the Subsidiaries and the registration of the relevant shares in the name of the Vendor or its nominee(s) as contemplated in Clause 3.2(b)(i). (e) 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, 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(e)(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 and the Vendor Guarantor jointly and severally undertake 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 4.1 The Vendor and the Vendor Guarantor hereby jointly and severally represent and warrant to and undertake with the Purchaser that the Sale Shares are fully paid up and free from all lien, charge, encumbrance, rights of pre-exemption 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. 4.2 The unaudited consolidated interim financial statements of the Company for the six (6) months period ended the 30th June 2000 announced on 19th September 2000 ("Schedule A") are complete and accurate, and show a true and fair view of the affairs of financial position of the Company for the relevant period and are in accordance with the generally accepted accounting principles, standards and practices in Hong Kong. 4.3 The cash position of the Company as at the 28th August 2000 ("Schedule B") which is $1,111,962,748 ("the Cash Position") is true and accurate and reflect the true fiscal situation of the Company and there will be no material adverse change to the Cash Position of the Company on Completion Date. It is agreed that a fluctuation of more than 1% of the Cash Position will be considered as a material adverse change. 4 4.4 From the date of this Agreement until the Completion Date, the Vendor and the Vendor Guarantor (save as otherwise contemplated in this Agreement) shall jointly and severally procure that (save with the prior consent of the Purchaser and such consent not be unreasonably withheld) none of the companies in the Group will: (a) issue or agree to issue any of its share or loan capital or grant or agree to grant any option over or right to acquire any of its share or loan capital; (b) enter into any contract (otherwise than in the ordinary course of business) or any material capital commitment or undertake or incur any contingent liability; (c) appoint any directors; (d) increase (save for normal annual salary review) or agree to increase the remuneration (including, without limitation, bonuses, commissions and benefits in kind of their directors or employees) or provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependents and no employees shall be engaged or dismissed or have their terms of employment altered; (e) acquire or agree to acquire or dispose or agree to dispose of any asset or stocks or enter into any contract other than in the normal course of business; and the vendor shall procure that the Purchaser be kept fully informed of the affairs of the Group until the Completion Date. 5. GUARANTEE VENDOR GUARANTOR (a) In consideration of the Vendor entering into this Agreement with the Purchaser, the Vendor Guarantor covenants with and guarantees with the Purchaser that if for any reason the Vendor fails to observe the timely performance of any or all of the Vendor's obligations under this Agreement or any agreement or deed entered into pursuant hereto it will upon receiving a demand in writing from the Purchaser or on its behalf fulfil or procure fulfilment of all the said obligations of the Vendor in compliance with the terms of this Agreement or such other agreement or deed and will on demand indemnify and keep indemnified the Purchaser from and against all damages, costs, losses and expenses incurred or suffered by them in connection with the failure by the Vendor to observe the timely performance of any such obligation. (b) Subject as hereinafter provided this guarantee is a continuing guarantee and shall remain in force until all obligations of the Vendor under this Agreement or any deed or agreement referred to herein shall have been fulfilled or shall have been expired and shall remain in full force and effect notwithstanding any waiver, dis-application or variation to the provisions of this Agreement. The Vendor Guarantor shall be a primary obligor in respect of all its obligations under this Agreement. 5 6. SEVERABILITY 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. 7. ENTIRE AGREEMENT 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. 8. TIME Time shall be of the essence of this Agreement. 9. CONFIDENTIALITY 9.1 As soon as practicable after the signing of this Agreement the parties shall cause a press announcement relating to this Agreement be made. 9.2 Save as aforesaid and such disclosure as may be required by the Stock Exchange, the Securities & Futures Commission or the Committee on the Takeovers and Mergers or as may be required to comply with the Code, 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. 10. ASSIGNMENT This Agreement shall be binding on and shall ensure 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. 11. NOTICES AND OTHER COMMUNICATION 11.1 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). 6 11.2 For the purpose of delivery of notices under this Agreement, the address of the Vendor, the Vendor Guarantor and the Purchaser are as stated in this Agreement. 12. COSTS AND EXPENSES Each party shall bear his respective legal and professional fees, costs and expenses incurred in the negotiation, preparation and execution of this Agreement. 13. STAMP DUTY 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. 14. COUNTERPARTS 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. 15. ELECTION The Vendor Guarantor and the Purchaser hereby agree that at any time before Completion the Purchaser may elect to purchase from the Vendor Guarantor the entire issued share capital of the Vendor instead of the Sale Shares provided that the Vendor Guarantor will give full warranties on the Vendor and the Deposit shall be treated as deposit for the purchase of the Vendor accordingly, all the remaining terms of this Agreement shall apply mutatis mutandis. 16. GOVERNING LAW & JURISDICTION 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 Hong Kong SAR, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR Courts. 7 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. SIGNED by OEI HONG LEONG /s/ OEI HONG LEONG in the presence of: --------------------------------- /s/ - --------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Chip Lian Investments (HK) Limited in the presence of: /s/ - --------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Calisan Developments Limited in the presence of: /s/ - --------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Sanion Enterprises Limited in the presence of: /s/ OEI HONG LEONG - --------------------------------------- SIGNED by /s/ --------------------------------- for and on behalf of Powervote Technology Limited in the presence of: /s/ MAGGIE HO SZE NOA - --------------------------------------- 8 EX-2 3 a2028039zex-2.txt EXHIBIT 2 EXHIBIT 2 DATED THE 28TH DAY OF SEPTEMBER 2000 ------------------------------------ OEI HONG LEONG and CHIP LIAN INVESTMENTS (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED and POWERVOTE TECHNOLOGY LIMITED ----------------------------------------------------- SUPPLEMENTAL AGREEMENT for the sale and purchase of shares in China Internet Global Alliance Limited ----------------------------------------------------- THIS SUPPLEMENTAL AGREEMENT is made on the 28th day of September 2000. BETWEEN: 1. OEI HONG LEONG (HKID Card No. D076875(9)) of 52nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (the "Vendor Guarantor"); 2. CHIP LIAN INVESTMENT (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED, whose principal place of business is at 2nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (collectively the "Vendor"); and 3. POWERVOTE TECHNOLOGY LIMITED, a company incorporated in 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) The parties hereto have entered into a sale and purchase agreement on the 26th September 2000 ("the SP Agreement"). Terms defined therein shall have the same meaning hereto unless otherwise provided. (B) The parties hereto have agreed to vary certain terms of the SP Agreement as hereinafter provided. NOW IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO AGREED as follows: 1. AMENDMENTS TO THE SP AGREEMENT (a) RECITAL C The definition of Sale Shares shall be amended from 1,608,800,000 to 532,600,000. (b) RECITAL E A new recital E will replace the existing one to read as follows: "The Purchaser is a private company beneficially owned by Hanny Holdings Limited ("Hanny"). Hanny is a public company listed on the Stock Exchange." 1 (c) RECITAL F A new recital F will be added as follows: "An agreement dated 28th September 2000 (the "Hutch Agreement") has been entered into between Namble Limited as the vendor ("Namble") and the Purchaser as the purchaser, whereby Namble has agreed to sell 271,800,000 shares of the Company to the Purchaser ("Hutch's Shares")." (d) RECITAL G A new recital G will be added as follows: "An agreement dated 28th September 2000 (the "Paul Y. Agreement") has been entered into between the Vendor Guarantor, the Vendor and Great Decision Limited ("Great Decision") whereby the Vendor Guarantor has procured the Vendor to sell to Great Decisions 804,400,000 shares of the Company ("Paul Y's Shares")." (e) CLAUSE 1.1 Clause 1.1 shall be amended so that the whole paragraph should now read: "Completion of this Agreement shall be conditional upon clearance from the Securities and Futures Commission that a general offer will not be required to be made by the Purchaser or Great Decision in respect of all the shares of the Company apart from the Sale Shares, Paul Y's Shares and the Hutch's Shares and 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 Paul Y. Agreement or the Hutch 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 Listing Rules." (f) CLAUSE 1.2 The phrase "or otherwise not waived by the Purchaser" shall be deleted in its entirety. (g) CLAUSE 1.4 A new clause 1.4 will be added to replace the existing one to read as follows: "Subsequent to the satisfaction of the conditions set out in Clause 1.1, the Vendor and the Vendor Guarantor shall undertake to place down (after deduction on the amount o the Paul Y's Shares being sold by the Vendor) the remaining 796,213,585 shares of the Company to independent third parties on or prior to the Completion Date." 2 (h) CLAUSE 1.5 A new clause 1.5 will be added to read as follows: "Subject to the satisfaction of the conditions precedent in Clause 1.1, Completion of the Sale Shares shall be conditional upon the simultaneous completion of the Paul Y. Agreement." (i) CLAUSE 2.1 The purchase consideration shall be amended from HK$1,287,040,000 representing HK$0.80 per Sale Share to HK$426,080,000 representing HK$0.80 per Sale Share. (j) CLAUSE 2.2 (i) The phrase "or specifically waived by the Purchaser" shall be deleted in its entirety. (ii) The amount of the Deposit shall be amended from HK$128,704,000 to HK$51,272.000. (k) CLAUSE 3.2(a)(i) The amount for the banker's draft shall be amended from HK$514,816,000 to HK$161,768,000. (l) CLAUSE 3.2(a)(ii) The amount for the promissory note shall be amended from HK$643,520,000 to HK$213,040,000. 2. OTHER TERMS AND CONDITIONS Save and except as hereby modified, all other terms and conditions contained in the SP Agreement shall remain in full force and effect in all respect. 3. GOVERNING LAW & JURISDICTION 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 Hong Kong SAR, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR Courts. 3 IN WITNESS whereof the parties hereto have executed this Agreement the day and year first above written. SIGNED by OEI Hong Leong /s/ OEI HONG LEONG in the presence of: --------------------------------- /s/ - --------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Chip Lian Investments (HK) Limited in the presence of: /s/ - ---------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Calisan Developments Limited in the presence of: /s/ - --------------------------------------- SIGNED by /s/ OEI HONG LEONG --------------------------------- for and on behalf of Sanion Enterprises Limited in the presence of: /s/ Oei Hong Leong - --------------------------------------- SIGNED by /s/ TOM LAM --------------------------------- for and on behalf of Powervote Technology Limited in the presence of: /s/ TOM LAM - --------------------------------------- /s/ ARON YAP - --------------------------------------- /s/ - --------------------------------------- 4 EX-3 4 a2028039zex-3.txt EXHIBIT 3 EXHIBIT 3 DATED THE 28TH DAY OF SEPTEMBER 2000 ------------------------------------ OEI HONG LEONG and CHIP LIAN INVESTMENTS (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED and GREAT DECISION LIMITED ----------------------------------------------------- AGREEMENT for the sale and purchase of shares in China Internet Global Alliance Limited ----------------------------------------------------- THIS AGREEMENT is made on the 28th day of September 2000. BETWEEN: 1. OEI HONG LEONG (HKID Card No. D076875(9)) of 52nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (the "Vendor Guarantor"); 2. CHIP LIAN INVESTMENTS (HK) LIMITED, CALISAN DEVELOPMENTS LIMITED and SANION ENTERPRISES LIMITED, whose principal place of business is at 2nd Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong (collectively the "Vendor"); and 3. GREAT DECISION LIMITED, a company incorporated at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands whose place of business is at 31st 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 authorized share capital of HK$800,000,000 divided into 800,000,000 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 Guarantor, through his beneficial ownership of the Vendor, owns 2,133,213,585 shares of the Company equivalent to approximately 46.27% of the entire issued share capital of the Company. (C) The Vendor has agreed to sell to the Purchaser an aggregate of 804,400,000 shares of the Company ("the Sale Shares") beneficially owned by it upon the terms and conditions set out herein. (D) The Purchaser has agreed to purchase the Sale Shares in reliance upon the representations, undertakings, warranties and indemnities 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 beneficially owned by Paul Y. - ITC Construction Holdings Limited ("Paul Y."). Paul Y. is a public company listed on the Stock Exchange. (F) By an agreement dated 26th September 2000 between the Vendor Guarantor, the Vendor and Powervote Technology Limited as the purchaser ("Powervote") and a supplemental agreement dated 28th September 2000 between the same parties (collectively the "Hanny Agreement"), the Vendor Guarantor has procured the Vendor to sell to Powervote 532,600,000 shares of the Company ("Hanny's Shares"). By an agreement dated 28th September 2000 (the "Hutch Agreement") between Namble Limited as the vendor ("Namble") and Powervote as the purchaser, Namble has agreed to sell to Powervote 271,800,000 shares of the Company ("Hutch's Shares"). AND NOW IT IS HEREBY AGREED as follows: 1. CONDITIONS PRECEDENT AND THE SALE AND PURCHASE 1.1 Completion of this Agreement shall be conditional upon clearance from the Securities and Futures Commission that a general offer will not be required to be made by the Purchaser or Powervote in respect of all the shares of the Company apart from the Sale Shares, Hanny's Shares and Hutch's Shares and 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 Hutch 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 Listing Rules. 1.2 In the event of the said conditions in Clause 1.1 not being satisfied by 25th October 2000, 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, undertakings and indemnities 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 Subsequent to the Satisfaction of the conditions precedent set out in Clause 1.1, the Vendor and the Vendor Guarantor shall undertake to place down (after deduction of the sale of the Hanny's Shares) the remaining 796,213,585 shares of the Company to independent third parties on or prior to the Completion Date. 2. PURCHASE CONSIDERATION 2.1 The purchase consideration for the sale of the Sale Shares as mentioned above shall be HK$643,520,000 representing HK$0.80 per Sale Share. 2.2 The Purchaser shall, upon signing of this Agreement, pay a deposit of HK$77,432,000 ("the Deposit") to Winthrop, Stimson, Putnam & Roberts as escrow agent ("Escrow Agent"). In the event that any of the conditions precedent shall not be satisfied on or before 25th October 2000, the Purchaser may by notice in writing rescind this Agreement and the Escrow Agent shall refund the Deposit to the Purchaser whereby this Agreement shall terminate and no parties shall have any liability towards each other. In the event 2 that the said conditions in Clause 1.1 have been satisfied and the Purchaser cannot complete this transaction, the Deposit shall be forfeited by the Vendor absolutely. 3. COMPLETION 3.1 Completion of the sale and purchase of the Sale Shares shall take place on or before the second business day 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 have been fulfilled (the "Completion Date"). 3.2 Completion of the sale and purchase of the Sale Shares shall take place in the office of the Vendor's principal place of business 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 for HK$244,328,000 which together with the Deposit being 50% of the purchase consideration of the Sale Shares; and (ii) a promissory note of HK$321,760,000 being the balance of the purchase consideration of the Sale Shares to be issued in favour of the Vendor and secured by the Sale Shares and guaranteed by Paul Y., such promissory note shall carry an interest rate of 7 1/2% per annum for a period of six (6) months. (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 favor of the Purchaser and/or its nominee(s) in respect of the Sale Shares and shares of the Subsidiaries not registered in the name of the Company all duly executed by the Vendor or its nominee(s); (ii) original certificates in respect of the Sale Shares (or confirmation by CCASS); (iii) a banker's draft drawn in favor of the Hong Kong SAR Government for half share of the estimated ad valorem stamp duty payable under the Stamp Duty Ordinance in respect of the sold note(s) and instrument(s) of transfer in respect of the Sale Shares; (iv) such other documents as may be required 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; and (v) all statutory books, certificates of incorporation, common seals, records and books of accounts of the Company and its subsidiaries (the "Group"). 3 (c) The Vendor will cause a meeting of the board of directors of each of the Company and the subsidiaries (if applicable) to be held at which resolutions shall be passed to: (i) appoint such persons as the Purchaser may nominate as directors and secretaries of the Company and the subsidiaries (if applicable) all to take effect from the Completion Date; (ii) amend all banking authorisations, instructions and mandates of the Group in such manner as the Purchaser may require, with effect from the effective date of the changes under sub-paragraph (i) above; and (iii) approve (subject to stamping) such transfers of the Sale Shares and shares of the Subsidiaries and the registration of the relevant shares in the name of the Vendor or its nominee(s) as contemplated in Clause 3.2(b)(i). (e) 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, 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(e)(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 and the Vendor Guarantor jointly and severally undertake 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 4.1 The Vendor and the Vendor Guarantor hereby jointly and severally represent and warrant to and undertake 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. 4.2 The unaudited consolidated interim financial statements of the Company for the six (6) months period ended the 30th June 2000 announced on 19th September 2000 ("Schedule A") are complete and accurate, and show a true and fair view of the affairs of 4 financial position of the Company for the relevant period and are in accordance with the generally accepted accounting principles, standards and practices in Hong Kong. 4.3 The cash position of the Company as at the 28th August 2000 ("Schedule B") which is $1,111,962,748 ("the Cash Position") is true and accurate and reflect the true fiscal situation of the Company and there will be no material adverse change to the Cash Position of the Company on Completion Date. It is agreed that a fluctuation of more than 1% of the Cash Position will be considered as a material adverse change. 4.4 From the date of this Agreement until the Completion Date, the Vendor and the Vendor Guarantor (save as otherwise contemplated in this Agreement) shall jointly and severally procure that (save with the prior consent of the Purchaser and such consent not be unreasonably withheld) none of the companies in the Group will (a) issue or agree to issue any of its share or loan capital or grant or agree to grant any option over or right to acquire any of its share or loan capital; (b) enter into any contract (otherwise than in the ordinary course of business) or any material capital commitment or undertake or incur any contingent liability; (c) appoint any directors; (d) increase (save for normal annual salary review) or agree to increase the remuneration (including, without limitation, bonuses, commissions and benefits in kind of their directors or employees) or provide or agree to provide any gratuitous payment or benefit to any such person or any of their dependents and no employees shall be engaged or dismissed or have their terms of employment altered; (e) acquire or agree to acquire or dispose or agree to dispose of any asset or stocks or enter into any contract other than in the normal course of business; and the Vendor shall procure that the Purchaser be kept fully informed of the affairs of the Group until the Completion Date. 5. GUARANTEE VENDOR GUARANTOR (a) In consideration of the Vendor entering into this Agreement with the Purchaser, the Vendor Guarantor covenants with and guarantees with the Purchaser that if for any reason the Vendor fails to observe the timely performance of any or all of the Vendor's obligations under this Agreement or any agreement or deed entered into pursuant hereto it will upon receiving a demand in writing from the Purchaser or on its behalf fulfil or procure fulfilment of all the said obligations of the Vendor in compliance with the terms of this Agreement or such other agreement or deed and will on demand indemnify and keep indemnified the Purchaser from and against all damages, costs, losses and expenses incurred or suffered by them in 5 connection with the failure by the Vendor to observe the timely performance of any such obligation. (b) Subject as hereinafter provided this guarantee is a continuing guarantee and shall remain in force until all obligations of the Vendor under this Agreement or any deed or agreement referred to herein shall have been fulfilled or shall have been expired and shall remain in full force and effect notwithstanding any waiver, dis-application or variation to the provisions of this Agreement. The Vendor Guarantor shall be a primary obligor in respect of all its obligations under this Agreement. 6. SEVERABILITY 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. 7. ENTIRE AGREEMENT 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. 8. TIME Time shall be of the essence of this Agreement. 9. CONFIDENTIALITY 9.1 As soon as practicable after the signing of this Agreement the parties shall cause a press announcement relating to this Agreement be made. 9.2 Save as aforesaid and such disclosure as may be required by the Stock Exchange, the Securities & Futures Commission or the Committee on the Takeovers and Mergers or as may be required to comply with the Code, 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. 6 10. ASSIGNMENT This Agreement shall be binding on and shall ensure 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. 11. NOTICES AND OTHER COMMUNICATION 11.1 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 above (or such other address as he or it may have notified to the other parties in accordance with this Clause). 11.2 For the purpose of delivery of notices under this Agreement, the address of the Vendor, the Vendor Guarantor and the Purchaser are as stated in this Agreement. 12. COSTS AND EXPENSES Each party shall bear their respective legal and professional fees, costs and expenses incurred in the negotiation, preparation and execution of this Agreement. 13. STAMP DUTY 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. 14. COUNTERPARTS 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. 15. ELECTION The Vendor Guarantor and the Purchaser hereby agree that at any time before Completion the Purchaser may elect to purchase from the Vendor Guarantor the entire issued share capital of the Vendor instead of the Sale Shares provided that the Vendor Guarantor will give full warranties on the Vendor and the Deposit shall be treated as deposit for the purchase of the Vendor accordingly, all the remaining terms of this Agreement shall apply mutatis mutandis. 16. GOVERNING LAW & JURISDICTION 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 Hong Kong SAR, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR Courts. 7 IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement the day and year first above written. SIGNED by OEI HONG LEONG /s/ OEI HONG LEONG in the presence of: -------------------- /s/ - ---------------------------------- SIGNED by /s/ OEI HONG LEONG -------------------- for and on behalf of Chip Lian Investments (HK) Limited in the presence of: /s/ - ---------------------------------- SIGNED by /s/ OEI HONG LEONG -------------------- for and on behalf of Calisan Developments Limited in the presence of: /s/ - ---------------------------------- SIGNED by /s/ OEI HONG LEONG -------------------- for and on behalf of Sanion Enterprises Limited in the presence of: /s/OEI HONG LEONG - ---------------------------------- SIGNED by /s/ TOM LAM -------------------- for and on behalf of Great Decision Limited in the presence of: /s/ - ---------------------------------- /s/ - ---------------------------------- /s/ - ---------------------------------- 8 -----END PRIVACY-ENHANCED MESSAGE-----