ex10-1.htm


    Exhibit 10.1

     

     

    


    DATED
THIS 22ND DAY OF AUGUST 2007

    


    


    


    


    BETWEEN

    


    


    


    TAN
KEE CHEN

    


    (as
the Vendor)

    


    


    AND

    


    


    


    ENZER
CORPORATION LIMITED

    


    (as
the Purchaser)

    


    


    


    


    _______________________________________________

    


    SALE
AND PURCHASE AGREEMENT

    relating
to the purchase of shares representing

    100
per cent. of the issued share capital of

    Luckybull
Limited

     _______________________________________________

    


    


     

    


    (Incorporated
with limited liability)

    (Reg No:
200010215M)

    9 Raffles
Place #32-00

    Republic
Plaza Singapore 048619

    Main:
(65) 6389-3000

    Fax: (65)
6389-3099

    Website: www.stamfordlaw.com.sg

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    


    TABLE OF
CONTENTS

     

    
      
        	
                CLAUSE

              	
                HEADING

              	
                PAGE

              


      

    

    
      
        	
                1.

              	
                Interpretation

              	
                2

              
	
                2.

              	
                Sale
      and Purchase of Sale Shares

              	
                6

              
	
                3.

              	
                Consideration

              	
                6

              
	
                4.

              	
                Conditions
      Precedent

              	
                7

              
	
                5.

              	
                Completion

              	
                8

              
	
                6.

              	
                Vendor’s
      Undertakings

              	
                10

              
	
                7.

              	
                Purchaser’s
      Undertakings

              	
                11

              
	
                8.

              	
                Warranties
      by the Vendor

              	
                11

              
	
                8A.

              	
                Profit
      Warranty for FY2007 and FY2008

              	
                13

              
	
                8B.

              	
                Contractual
      Arrangements

              	
                14

              
	
                9.

              	
                Warranties
      by the Purchaser

              	
                15

              
	
                10.

              	
                Indemnification

              	
                15

              
	
                11.

              	
                Confidentiality

              	
                16

              
	
                12.

              	
                Restriction
      on Announcements

              	
                16

              
	
                13.

              	
                Costs
      and Stamp Duty

              	
                17

              
	
                14.

              	
                General

              	
                17

              
	
                15.

              	
                Notices

              	
                18

              
	
                16.

              	
                Remedies
      and Waivers

              	
                19

              
	
                17.

              	
                Time
      of Essence

              	
                19

              
	
                18.

              	
                Third
      Party Rights

              	
                19

              
	
                19.

              	
                Counterparts

              	
                19

              
	
                20.

              	
                Governing
      Law and Jurisdiction

              	
                19

              
	
                21.

              	
                Language

              	
                19

              
	
                Schedule
      1

              	
                Warranties
      as to the Target Companies

              	
                20

              
	
                APPENDIX
      I

              	 	
                37

              
	APPENDIX
      II	 	
                40

              


      



     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    THIS
AGREEMENT (this “Agreement”) is made
on the 22nd
day of August 2007

     

    BETWEEN:

    


    
      	
              (1)

            	
              TAN KEE CHEN (Passport
      No. A13990595, Singapore NRIC No. S7873081A), of Block 234 #12-438, Yishun
      Street 21,Singapore 760234 (the “Vendor”);
      and

            
	 
      	 
      
	
              (2)

            	
              ENZER CORPORATION
      LIMITED (Company Registration No. 199206945E), a public listed
      company incorporated under the laws of the Republic of Singapore and
      having its registered office at Block 4012 Ang Mo Kio Ave 10, #06-08,
      TECHPlace I, Singapore 569628 (the “Purchaser”);

            
	 
      	 
      
	 
      	 
      
	
              (collectively
      the “Parties”,
      and each a “Party”).

            
	 
      	 
      
	 
      	 
      
	
              WHEREAS:

            
	 
      	 
      
	
              (A)

            	
              Luckybull Limited (the
      “Company”) is an
      investment holding company incorporated in the British Virgin Islands on
      27th April 2006 (Company registration number 668223). As at the date
      hereof, the Company has an issued and paid-up capital of
      US$50,000.

            
	 
      	 
      
	
              (B)

            	
              As
      at the date hereof, the Company owns the entire registered capital of
      Molong Information Technology (Shanghai) Co., Ltd. (摩龙(上海)信息科技有限公司)
      (“Molong”), a
      wholly-owned foreign enterprise established in accordance with the laws of
      the People’s Republic of China (the “PRC”)
      on 7 June 2006. As at the date hereof, Molong has a registered capital of
      US$150,000.

            
	 
      	 
      
	
              (C)

            	
              Pursuant
      to a service and technology contract (the “Contract”) with Shanghai Mopie Information
      Technology Co., Ltd. (上海摩派信息科技有限公司)
      (“Mopie”),
      Molong effectively manages and controls Mopie, a limited liability company
      established in accordance with the laws of the PRC on 18 June 2003 in the
      PRC. Mopie is primarily engaged in the business of developing and
      distributing mobile phone products such as wireless contents and
      applications. As at the date hereof, Mopie has a registered capital of RMB
      10,000,000.

            
	 
      	 
      
	
              (D)

            	
              As
      at the date hereof, the Vendor is the sole shareholder of the
      Company.

            
	 
      	 
      
	
              (E)

            	
              The
      Purchaser is a public listed company incorporated in Singapore and is
      primarily engaged in the distribution and marketing of electronic
      components and (ii) home entertainment, information and communication
      products.

            
	 
      	 
      
	
              (F)

            	
              The
      Vendor proposes to sell, and the Purchaser wishes to purchase, the entire
      paid-up share capital of the Company (the “Sale Shares”), on the terms
      and subject to the conditions contained in this Agreement (the “Acquisition”).

            
	 
      	 
      
	 
      	 
      
	
              IT IS AGREED AS
      FOLLOWS:

            
	 
      	 
      
	
              1.

            	
              Interpretation

            
	 
      	 
      
	
              1.1

            	
              In
      this Agreement and the Schedules, unless the context otherwise requires,
      the following words and expressions shall have the following
      meanings:

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                “Accounts”
      means the audited consolidated financial
      statements (comprising a balance sheet,
      profit and loss statement, notes to accounts and auditors’ certificate)
      prepared with respect to the Target Companies in accordance with the
      accounting principles, standards and practices generally accepted in the
      PRC for the financial year ended on the Accounts
    Date;

              
	 
      	 
      
	 
      	
                “Accounts
      Date” means, in relation to the Target Companies (where
      applicable), 31 December  2006;

              
	 
      	 
      
	 
      	
                “Acquisition”
      means the proposed acquisition by the Purchaser of the entire issued and
      paid-up share capital of the Company and Molong from the Vendor, which
      include, inter
      alia, the rights of obligations of Molong and Mopie pursuant to the
      Contract;

              
	 
      	 
      
	 
      	
                “Agreement” means this
      Agreement (including the Schedules and Appendices);

              
	 
      	 
      
	 
      	
                “Assets”
      means the the assets of the Target Companies
  collectively;

              
	 
      	 
      
	 
      	
                “Business
      Day” means any day on which commercial banks are open for business
      in Singapore and the PRC other than Saturdays, Sundays and days which have
      been gazetted as public holidays in Singapore and the
  PRC;

              
	 
      	 
      
	 
      	
                “Cash
      Consideration” means the sum of S$20,000,000 payable by the Vendor
      to the Purchaser in cash in accordance with Clause 3.2 of this
      Agreement;

              
	 
      	 
      
	 
      	
                “Company”
      means Luckybull Limited, a limited liability
      company established in accordance with the laws of the British Virgin
      Islands;

              
	 
      	 
      
	 
      	
                “Companies
      Act” means the Companies Act, Chapter 50 of
    Singapore;

              
	 
      	 
      
	 
      	
                “Completion”
      means completion of the sale and purchase of the Sale Shares as specified
      in Clause 5;

              
	 
      	 
      
	 
      	
                “Completion
      Date” means the date on which Completion takes place pursuant to
      Clause 5;

              
	 
      	 
      
	 
      	
                “Confidential
      Information” means this Agreement and all written information
      disclosed by or on behalf of the Vendor or the Company, including without
      limitation, financial, technical and business information, data, know-how,
      market reports and related documentation provided that each such information either
      contains or bears thereon (in either case in a prominent position), or is
      accompanied by, a written statement that the same is confidential or
      proprietary;

              
	 
      	 
      
	 
      	
                “Consideration”
      means the consideration for the Sale Shares as specified in Clause
      3;

              
	 
      	 
      
	 
      	
                “Consideration
      Shares” means such
      number of Purchaser Shares to be allotted and issued to the Vendor or his
      nominee, as the Vendor may direct, as shall amount to an aggregate of
      S$10,000,000 credited as fully paid at an issue price per Purchaser Share
      of S$1.00 or the weighted average price of the Purchaser Shares traded on
      the SGX-ST for the 15 market days preceding the Completion Date, whichever
      is higher, as part Consideration;

              
	 
      	 
      
	 
      	
                “Contract”
      means the service and technology contract dated 1 July 2007 entered into
      between Molong and Mopie in respect of which Molong will act as the
      exclusive provider of certain technical and management consulting services
      to Mopie and Mopie shall pay Molong the
      service fee decided by the two companies through negotiation based on a
      certain percentage of Molong’s
      yearly revenue. Pursuant to such contract, Molong effectively manages and
      controls Mopie;

              


      

       

       

       

       

       

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        	 
      	 
      
	 
      	
                 “Damages”
      means any and all losses, claims, causes of action, damages, and
      liabilities of any kind or nature whatsoever, including but not limited
      to, shortages, obligations, liabilities, payments, judgements, suits,
      litigation, proceedings, equitable relief granted, consents, agreed
      orders, settlements, awards, demands, offsets, defences, counterclaims,
      actions or proceedings, assessments, deficiencies, fines, penalties,
      assessments, costs, fees, disbursements, including without limitation,
      fees, disbursements and expenses of attorneys (including fees,
      disbursements and expenses of attorneys incurred in connection with the
      cost of defence of any claims or causes of action on a solicitor-client
      basis), accountants and other professional advisors and of expert
      witnesses and costs of investigation and preparation and costs of court of
      any kind or nature whatsoever, interest and penalties. Damages shall not
      include diminution in value, indirect, consequential, special or punitive
      damages, loss of profits or loss of reputational
  goodwill;

              
	 
      	 
      
	 
      	
                “Disclosure
      Letter” means the disclosure letter of the date hereof, in, or
      substantially in, the form set out in the Appendix, disclosing information
      constituting exceptions to the Warranties, to be executed by the Vendor
      and delivered to the Purchaser (a) on the date of this Agreement, and (b)
      no later than five (5) Business Days prior to Completion
    Date;

              
	 
      	 
      
	 
      	
                “Escrow
      Account” means the escrow account to be set up in accordance with
      Clause 8A.1 of this Agreement;

              
	 
      	 
      
	 
      	
                “Escrow
      Sum” means the sum of S$5,000,000 taken out of the Consideration
      and placed into the Escrow Account;

              
	 
      	 
      
	 
      	
                “Encumbrance”
      means, under any applicable laws, any form of legal, equitable or security
      interests, including but not limited to any mortgage, charge (whether
      fixed or floating), pledge, lien (including, without limitation any unpaid
      vendor's lien or similar lien), assignment  of rights and
      receivables, debenture, right of first refusal, option, hypothecation,
      title retention or conditional sale agreement, lease, hire or hire
      purchase agreement, restriction as to transfer, use or possession,
      easement, subordination to any right of any other person, and any other
      encumbrance or security interest;

              
	 
      	 
      
	 
      	
                “FY”
      means financial year ended 31 December;

              
	 
      	 
      
	 
      	
                “GAAP”
      means Generally Accepted Accounting Practice;

              
	 
      	 
      
	 
      	
                “IAS” means International
      Accounting Standards;

              
	 
      	 
      
	 
      	
                “Long-Stop
      Date” has the meaning ascribed to it in Clause
  4.3;

              
	 
      	 
      
	 
      	
                “Management
      Accounts” means the unaudited management accounts of the Target
      Companies for the financial period ended 30 June 2007;

              
	 
      	 
      
	 
      	
                “Molong”
      means Molong Technology Limited (摩龙科技有限公司);

              
	 
      	 
      
	 
      	
                “Molong
      Shares” means the entire registered capital of
    Molong;

              
	 
      	 
      
	 
      	
                “Mopie”
      means Mopie Technology Limited (摩派科技有限公司);

              
	 
      	 
      
	 
      	
                “NPAT”
      means net profit after tax;

              


      

       

       

       

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        	 
      	 
      
	 
      	
                “PRC”
      or “China”
      means the People’s Republic of China, excluding Hong Kong and the special
      administrative regions of Macau and Taiwan for the purposes of this
      Agreement;

              
	 
      	 
      
	 
      	
                “Properties”
      means the properties occupied by the Target Companies from time to
      time;

              
	 
      	 
      
	 
      	
                “Purchaser’s
      Due Diligence Exercise” means the legal and commercial due
      diligence conducted by the Purchaser in respect of the accounts, assets,
      personnel and businesses of the Target Companies;

              
	 
      	 
      
	 
      	
                “Purchaser
      Shares” means ordinary shares in the share capital of the Purchaser
      and “Purchaser
      Share” shall mean any one of them;

              
	 
      	 
      
	 
      	
                “Purchaser’s
      Solicitors” means Stamford Law Corporation (Company Registration
      No. 200010215M), of 9 Raffles Place, #32-00 Republic Plaza, Singapore
      048619;

              
	 
      	 
      
	 
      	
                “RMB” means the lawful
      currency of the PRC;

              
	 
      	 
      
	 
      	
                “Sale
      Shares” means such number of ordinary shares of the Company
      representing 100 per cent. (100%) of the issued share capital of the
      Company as at the Completion Date;

              
	 
      	 
      
	 
      	
                “SGX-ST”
      means the Singapore Exchange Securities Trading
Limited;

              
	 
      	 
      
	 
      	
                “Shares”
      means ordinary shares in the capital of the Company;

              
	 
      	 
      
	 
      	
                “Singapore
      Dollar” or “S$” means the lawful
      currency of the Republic of Singapore;

              
	 
      	 
      
	 
      	
                “Target
      Companies” means the Company, Molong and Mopie collectively, and
      each a “Target
      Company”;

              
	 
      	 
      
	 
      	
                “Taxation”
      means all forms of taxation and statutory, governmental, supra
      governmental, state, provincial, local government or municipal
      impositions, duties, contributions and levies (including withholdings and
      deductions), whether in Singapore, the PRC or elsewhere in the world,
      whenever imposed and however arising and all penalties, fines, charges,
      costs and interest, together with the cost of removing any charge or other
      encumbrance relating thereto;

              
	 
      	 
      
	 
      	
                “Tax
      Authority” means any taxing or other authority, body or official
      competent to administer, impose or collect any Taxation in Singapore, the
      PRC or elsewhere;

              
	 
      	 
      
	 
      	
                “Transaction”
      means any transaction, deed, act, event, omission, payment or receipt of
      whatever nature and whether actual or deemed; and

              
	 
      	 
      
	 
      	
                “Warranties”
      means the representations, warranties and undertakings of the Vendor set
      out in Clauses 6 and 8, and Schedule
1.

              


      

    

    
 

    
      	
               
      

            	
              Reference
      to statutory provisions shall be construed as references to those
      provisions as respectively amended or re-enacted or as their application
      is modified by other provisions (whether before or after the date hereof)
      from time to time and shall include any provisions of which they are
      re-enactments (whether with or without
  modification).

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

     

    
 

    
      	
              1.2

            	
              References
      herein to Clauses, Schedules and Appendices are to clauses in and
      schedules and appendices to this Agreement.  The Schedules and
      Appendices form part of this Agreement and have the same force and effect
      as if expressly set out in the body of this Agreement.

            
	 
      	 
      
	
              1.3

            	
              References
      herein to “subsidiaries” shall mean subsidiaries as defined in the
      Companies Act.

            
	 
      	 
      
	
              1.4

            	
              The
      headings are inserted for convenience only and shall not affect the
      construction of this Agreement.

            
	 
      	 
      
	
              1.5

            	
              Words
      importing the singular shall include the plural and vice versa, words
      importing a specific gender shall include the other genders (male, female
      or neuter); and “person” shall include an
      individual, corporation, company, partnership, firm, trustee, trust,
      executor, administrator or other legal personal representative,
      unincorporated association, joint venture, syndicate or other business
      enterprise, any governmental, administrative or regulatory authority or
      agency (notwithstanding that "person" may be sometimes used in this
      Agreement in conjunction with some of such words), and their respective
      successors, legal personal representatives and assigns, as the case may
      be, and pronouns shall have a similarly extended
  meaning.

            
	 
      	 
      
	
              1.6

            	
              Any
      information, fact or matter which is capable of influencing the decision
      of a purchaser of shares or which is necessary for a purchaser to know to
      enable it to come to a considered judgment is to be regarded as material
      and unless otherwise provided the materiality of any inaccuracy,
      discrepancy, commission or omission, alteration and liability in respect
      of any relevant subject matter will be construed
    accordingly.

            
	 
      	 
      
	 
      	 
      
	
              2.

            	
              Sale and Purchase of
      Sale Shares

            
	 
      	 
      
	 
      	
              Subject
      to the terms and conditions of this Agreement, the Vendor shall, on
      Completion, sell as legal and beneficial owner and transfer to the
      Purchaser, and the Purchaser shall purchase from the Vendor, all of the
      rights, title and interest in and to the Sale Shares, free and clear of
      all Encumbrances, together with all rights, dividends, entitlements and
      benefits now and hereafter attaching thereto.

            
	 
      	 
      
	 
      	 
      
	
              3.

            	
              Consideration

            
	 
      	 
      
	
              3.1

            	
              Subject
      to Clause 8A below, the Consideration for the sale and purchase of the
      Sale Shares shall be the sum of Singapore Dollars Thirty Million Only
      (S$30,000,000).

            
	 
      	 
      
	
              3.2

            	
              The
      Consideration for the Sale Shares shall be satisfied as
      follows:

            


    

    
      	 
      	 
      	 
      
	 
      	
              3.2.1

            	
              the
      sum of S$20,000,000 in cash, of which S$3,000,000 (the “Deposit”) shall be
      payable as at the date hereof and the remaining S$17,000,000 to be payable
      as at Completion (the “Cash Consideration”).
      For the avoidance of doubt, the Deposit shall be refunded to the Purchaser
      if Completion does not occur; and

            
	 
      	 
      	 
      
	 
      	
              3.2.2

            	
              the
      remaining Consideration, amounting to S$10,000,000, to be satisfied on
      Completion by the allotment and issue by the Purchaser of the
      Consideration Shares to the Vendor or his nominee(s), all of such
      Consideration Shares shall rank pari passu with the
      issued Shares of the Purchaser.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	
              4.

            	
              Conditions
      Precedent

            	 
      
	 
      	 
      	 
      
	
              4.1

            	
              Completion
      of the Acquisition is conditional upon the following occurring on or
      before the Completion Date:

            	 
      


    

    
      	 
      	 
      	 
      
	 
      	
              4.1.1

            	
              completion
      of the Purchaser’s Due Diligence Exercise on the Target Companies to the
      satisfaction of the Purchaser, which it shall determine in its absolute
      discretion, and there being no fact or circumstance discovered by the
      Purchaser pursuant to the Purchaser’s Due Diligence Exercise which would,
      in the sole opinion of the Purchaser, be of material significance in the
      context of the transactions contemplated under this
    Agreement;

            
	 
      	 
      	 
      
	 
      	
              4.1.2

            	
              the
      Company being the sole, proper and valid shareholder of
      Molong;

            
	 
      	 
      	 
      
	 
      	
              4.1.3

            	
              the
      terms and conditions of the Contract being satisfactory to the Purchaser,
      which it shall determine in its absolute discretion, and the Contract
      being properly and validly entered into by, and constituting valid and
      binding obligations on, Molong and Mopie, and pursuant to which, inter alia, Molong
      effectively manages and controls Mopie;

            
	 
      	 
      	 
      
	 
      	
              4.1.4

            	
              the
      form and contents of the Disclosure Letter being satisfactory to the
      Purchaser, which it shall determine in its absolute
      discretion;

            
	 
      	 
      	 
      
	 
      	
              4.1.5

            	
              the
      approval of the shareholders of the Company being obtained for this
      Agreement, the sale and purchase of Sale Shares and all transactions
      contemplated under this Agreement;

            
	 
      	 
      	 
      
	 
      	
              4.1.6

            	
              the
      approval of the board of directors of the Purchaser and the Company, if
      necessary, for this Agreement and the transactions contemplated under this
      Agreement;

            
	 
      	 
      	 
      
	 
      	
              4.1.7

            	
              the
      receipt of in-principle approval from the SGX-ST for the listing and
      quotation of the Consideration Shares to be allotted and issued pursuant
      to this Agreement and if such approval is obtained subject to any
      conditions and where such conditions affect any Party, such conditions
      being acceptable to the Party concerned (acting reasonably) and, if such
      conditions are required to be fulfilled before Completion, the fulfilment
      of such conditions before Completion;

            
	 
      	 
      	 
      
	 
      	
              4.1.8

            	
              the
      establishment of the Escrow Account as described under Clause
      8A.1;

            
	 
      	 
      	 
      
	 
      	
              4.1.9

            	
              the
      approval of the shareholders of the Purchaser, if necessary, being
      obtained at an extraordinary general meeting of such
      shareholders:

            


    

                                                                                                     


    
      	 	(a)	for
      this Agreement and the transactions contemplated under this Agreement;
      and
	 	 	 
	 	(b)	for
      the allotment and issuance of the Consideration
Shares;
	 	 	 
	 
      	
              (c)

            	
              being
      granted for the Acquisition and the transactions contemplated under this
      Agreement;

            


    

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	
              (d)

            	
              not
      being withdrawn or revoked by third parties (including without limitation,
      any governmental bodies, tax authorities and other relevant authorities
      having jurisdiction over the transactions contemplated under this
      Agreement);

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              if
      such consents are obtained subject to any conditions and where such
      conditions affect any of the parties, such conditions being acceptable to
      the party concerned; and

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              if
      such conditions are required to be fulfilled before Completion, such
      conditions being fulfilled before
Completion.

            


    

     

    
      	 
      	
              4.1.11

            	
              each
      of the Warranties remaining true and not misleading in any respect at
      Completion, as if repeated at Completion and at all times between the date
      of this Agreement and Completion;

            


    

    
      	 
      	 
      
	
              4.2

            	
              Save
      for the conditions in Clause 4.1 which the Purchaser has the obligation to
      fulfil, the Purchaser may waive all or any of such relevant conditions in
      Clause 4.1 at any time by notice in writing to the Vendor. Save for the
      conditions in Clause 4.1 which the Vendor has the obligation to fulfil,
      the Vendor may waive all or any of such relevant conditions under Clause
      4.1 at any time by notice in writing to the Purchaser.

            
	 
      	 
      
	
              4.3

            	
              In
      the event that the conditions set out in Clause 4.1 shall not have been
      fulfilled within six (6) months from the date of this Agreement (the
      “Long-Stop
      Date”) (or waived by the relevant Parties in accordance with Clause
      4.2 or extended by mutual agreement between the Parties), then the
      provisions of this Agreement shall (other than this Clause 4.3, Clause 8
      (Warranties), Clause 11 (Confidentiality), Clause 12 (Restriction on
      Announcements), Clause 13 (Costs and Stamp Duty), Clause 15 (Notices),
      Clause 20 (Governing Law and Jurisdiction) and Clause 21 (Language)) from
      such date ipso
      facto cease and determine and none of the Parties shall have any
      claim against the other for costs, damages, compensation or otherwise save
      in respect of any antecedent breach of, or unless provided for in, this
      Agreement.

            
	 
      	 
      


    

    
      	
              5.

            	
              Completion

            
	 
      	 
      	 
      
	
              5.1

            	
              Completion
      shall take place not later than fourteen (14) days after all the
      conditions set out in Clause 4.1 are fulfilled (or if not fulfilled, are
      waived by the relevant Parties), whichever is later, at the offices of the
      Purchaser’s Solicitors (or at such other place as the Parties may agree in
      writing) where all (and not some only) of the events described in Clauses
      5.2 and 5.3 shall occur.

            
	 
      	 
      	 
      
	
              5.2

            	
              At
      Completion, the Vendor shall deliver to the Purchaser:

            
	 
      	 
      	 
      
	 
      	
              5.2.1

            	
              certified
      true copies of the resolutions passed by the board of directors of the
      Company:

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              approving
      the transfer of the Sale Shares to the Purchaser;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              authorising
      the issue of new share certificates in respect of the Sale Shares in
      favour of the Purchaser;

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              approving
      the entry of the name of the Purchaser as holder(s) of the Sale Shares in
      the register of members of the Company;
and

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	
              (d)

            	
              approving
      any action which in the view of the Purchaser is necessary to rectify or
      remedy any irregularity discovered during the Purchaser’s Due Diligence
      Exercise conducted by the Purchaser, in
      such forms as the Purchaser may
require;

            


    

    
      	 
      	 
      	 
      
	 
      	
              5.2.2

            	
              if
      required, certified true copies of the resolutions passed by the
      shareholders of the Company approving this Agreement, the sale and
      purchase of Sale Shares and all transactions contemplated under this
      Agreement;

            
	 
      	 
      	 
      
	 
      	
              5.2.3

            	
              duly
      executed share transfer forms in respect of the Sale Shares in favour of
      the Purchaser, together with the relevant share
      certificate(s);

            
	 
      	 
      	 
      
	 
      	
              5.2.4

            	
              such
      documentary evidence as shall be necessary to satisfy the Purchaser that
      the Company is the owner of the Molong Shares;

            
	 
      	 
      	 
      
	 
      	
              5.2.5

            	
              original
      copy of the Contract;

            
	 
      	 
      	 
      
	 
      	
              5.2.6

            	
              duly
      executed copy of the Disclosure Letter, the form and contents of which are
      satisfactory to the Purchaser, which it shall determine in its absolute
      discretion;

            
	 
      	 
      	 
      
	 
      	
              5.2.7

            	
              all
      the statutory and other books (duly written up to date) of the Target
      Companies, the certificate of incorporation (or equivalent documentation),
      the common seal and any other papers and documents of the Target Companies
      in the Vendor’s possession;

            
	 
      	 
      	 
      
	 
      	
              5.2.8

            	
              where
      necessary, all documentation, in form and substance satisfactory to the
      Purchaser as the Purchaser may determine in its absolute discretion,
      evidencing that the Vendor has fulfilled its obligations under Clauses
      4.1.7, 4.1.8 and 4.1.9; and

            
	 
      	 
      	 
      
	 
      	
              5.2.9

            	
              such
      other documents, in form and substance satisfactory to the Purchaser, as
      the Purchaser may require, to complete the sale and purchase of the Sale
      Shares and to complete the transactions contemplated
    herein.

            


    

     

    
      	
              5.3

            	
              Against
      compliance by the Vendor of Clause 5.2, the Purchaser shall pay, by way of
      telegraphic transfer to the bank account of the Vendor (as notified by the
      Vendor to the Purchaser) or a cashier’s order or banker’s draft issued by
      a bank licensed in Singapore and made out in favour of the Vendor, the
      remaining portion of the Cash Consideration, and allot and issue the
      Consideration Shares to the Vendor or his nominee.

            
	 
      	 
      	 
      
	
              5.4

            	
              Notwithstanding
      Clause 5.1, if in any respect any of the provisions of Clause 5 is not
      complied with by the Vendor on the Completion Date, the Purchaser may at
      its sole discretion:-

            
	 
      	 
      	 
      
	 
      	
              5.4.1

            	
              defer
      Completion to a date not later than thirty (30) days after the Completion
      Date and the provision of this Clause 5 shall apply to Completion as so
      deferred; or

            
	 
      	 
      	 
      
	 
      	
              5.4.2

            	
              proceed
      with Completion so far as practicable (without prejudice to its rights to
      claim Damages for the Vendor’s failure to comply with any of the
      conditions in this Clause 5 or any of its rights under this Agreement);
      or

            
	 
      	 
      	 
      
	 
      	
              5.4.3

            	
              rescind
      this Agreement without prejudice to any other remedy that it may
      have.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	
              6.

            	
              Vendor’s
      Undertakings

            
	 
      	 
      	 
      
	
              6.1

            	
              The
      Vendor undertakes that from the date of this Agreement and up to
      Completion, it shall (except where otherwise agreed in writing by the
      Purchaser):

            
	 
      	 
      	 
      
	 
      	
              6.1.1

            	
              ensure
      that there shall not be any amendment to the memorandum of association or
      the articles of association of the Target Companies;

            
	 
      	 
      	 
      
	 
      	
              6.1.2

            	
              cause
      the business of the Target Companies to be conducted only in the ordinary
      and usual course or in accordance to their business plans and shall not
      make (or agree to make) any payment other than routine payments in the
      ordinary and usual course of trading;

            
	 
      	 
      	 
      
	 
      	
              6.1.3

            	
              ensure
      that the Target Companies shall not grant or create any interest in, or
      concerning its share capital or assets in favour of any person or entity,
      other than in the ordinary course of business;

            
	 
      	 
      	 
      
	 
      	
              6.1.4

            	
              procure
      that the Target Companies shall promptly give to the Purchaser, its
      agents, representatives and professional advisers at their request,
      whatever facilities and information relating to the relevant Target
      Company and its assets, liabilities, contracts and affairs, and documents
      of title and other evidence of ownership of its assets, that the Purchaser
      may require in connection with the Purchaser’s Due Diligence
      Exercise;

            
	 
      	 
      	 
      
	 
      	
              6.1.5

            	
              not
      do, allow or procure any act or omission which would or would likely
      result in the passing of a resolution for the winding up of the Target
      Companies or over any part of the assets or business of the Target
      Companies;

            
	 
      	 
      	 
      
	 
      	
              6.1.6

            	
              not
      do, allow or procure any act or omission which would or would likely
      result in the sale, transfer or disposal of any part of the Target
      Companies’ undertaking, assets or property or purchase, sale, transfer,
      disposal, lease or licence of any real property or any interest therein,
      other than in the ordinary course of business;

            
	 
      	 
      	 
      
	 
      	
              6.1.7

            	
              not
      do, allow or procure any act or omission which would or would likely
      constitute a breach of any of the Warranties;

            
	 
      	 
      	 
      
	 
      	
              6.1.8

            	
              not
      do, allow or procure any act or omission which would or would likely
      result in the Target Companies incurring any capital expenditure or
      commitments of a material nature which is not in the ordinary course of
      their respective business;

            
	 
      	 
      	 
      
	 
      	
              6.1.9

            	
              not
      issue, allot or transfer or grant to any person the right (whether
      conditional or otherwise) to call for the issue, allotment or transfer of
      any shares or debentures of the Target Companies (including any options or
      right of pre-emption or conversion) and that the Target Companies will not
      enter into any agreement or arrangement for the
  foregoing;

            
	 
      	 
      	 
      
	 
      	
              6.1.10

            	
              ensure
      that the net tangible assets of Mopie at Completion shall not be less than
      RMB 6,500,000;

            
	 
      	 
      	 
      
	 
      	
              6.1.11

            	
              ensure
      that Mopie has sufficient working capital at all times;

            
	 
      	 
      	 
      
	 
      	
              6.1.12

            	
              at
      all reasonable times, allow the Purchaser and any person authorised by
      them full access to all the premises, books, documents, correspondence and
      records of the Target
      Companies and to procure that the directors and employees of the Target
      Companies shall
      be instructed to give as soon as possible all such information and
      explanations as the Purchaser or any such authorised person may
      request;

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              6.1.13

            	
              not
      take or omit to take any act or step which may adversely affect the
      business, condition (financial or otherwise) or the prospect of the Target
      Companies;

            
	 
      	 
      	 
      
	 
      	
              6.1.14

            	
              provide
      and further agrees to procure the provision of all information and
      documents as may be requested by the Purchaser and/or its professional
      advisers for the purpose of, inter alia, preparing a
      circular relating to the Acquisition to be forwarded to the shareholders
      of the Purchaser;

            
	 
      	 
      	 
      
	 
      	
              6.1.15

            	
              take
      all necessary steps to convene a meeting of the board of directors of the
      Company to approve the registration of the transfer of the Sale Shares in
      favour of the Purchaser; and

            
	 
      	 
      	 
      
	 
      	
              6.1.16

            	
              to
      do whatever is necessary and required to give effect to the completion of
      the Acquisition.

            


    

     

    
      	
              6.2

            	
              Pending
      Completion, the Vendor shall consult fully with the Purchaser in relation
      to any matters which may have a material effect upon the Target
      Companies.

            
	 
      	 
      	 
      
	
              6.3

            	
              In
      the event that any obligation should be held to be invalid as an
      unreasonable restraint of trade or for any other reason whatsoever but
      would have been held valid if part of the wording thereof is reduced or
      the range of activities or the duration of such obligation of area dealt
      with thereby is reduced in scope, such obligations shall apply with such
      modifications as may be necessary to make them valid and
      effective.

            
	 
      	 
      	 
      
	
              6.4

            	
              Each
      and every obligation under this Clause shall be treated as a separate and
      distinctive obligation and shall be severally enforceable as such and in
      the event of any obligation or obligations being or becoming unenforceable
      shall be deleted from this Clause and any such deletion shall not affect
      the enforceability of all such parts of this Clause as remain not so
      deleted.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              7.

            	
              Purchaser’s
      Undertakings

            
	 
      	 
      	 
      
	
              7.1

            	
              The
      Purchaser undertakes to the Vendor that from the date of this Agreement
      and until Completion it shall (except where otherwise agreed in writing by
      the Vendor) not (whether in the ordinary course of business or otherwise)
      acquire, or agree to acquire, any asset which may have a material effect
      upon the nature or scope of its business.

            
	 
      	 
      	 
      
	
              7.2

            	
              Pending
      Completion, the Purchaser shall consult fully with the Vendor in relation
      to any matters which may have a material effect upon the
      Purchaser.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              8.

            	
              Warranties by the
      Vendor

            
	 
      	 
      	 
      
	
              8.1

            	
              The
      Vendor hereby represents, warrants and undertakes to the Purchaser with
      respect to itself (with the intent that the provisions of this Clause
      shall continue to have full force and effect notwithstanding Completion)
      that:

            


    

     

    
      	 
      	
              8.1.1

            	
              it
      has the capacity to enter into and perform this Agreement and the
      transactions contemplated hereunder, and this Agreement constitutes
      legally binding, valid and enforceable obligations on the Vendor in
      accordance with its terms;

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              8.1.2

            	
              that
      all actions, conditions and things required to be taken, fulfilled or done
      (including the obtaining of any necessary consents if required) in order
      (i) to enable the Vendor to lawfully enter into, exercise its rights and
      perform the transactions contemplated under this Agreement, and (ii) to
      ensure that those obligations that are valid, legally binding and
      enforceable have been taken, fulfilled or done;

            
	 
      	 
      	 
      
	 
      	
              8.1.3

            	
              that
      up to and on Completion Date, no order has been made or petition presented
      for the insolvency of the Vendor, whether in the PRC or elsewhere and no
      legal or other process has been levied or applied for in respect of the
      whole or any part of any of the Assets;

            
	 
      	 
      	 
      
	 
      	
              8.1.4

            	
              that
      up to and on Completion Date, no composition in satisfaction of the debts
      of the Vendor, or scheme of arrangement of its affairs, or compromise or
      arrangement between the Vendor and its creditors and/or members of any
      class of its creditors and/or members, has been proposed, sanctioned
      or approved which has the effect of breaching any of the terms of
      this Agreement or would prevent the Vendor from fulfilling its obligations
      under this Agreement;

            
	 
      	 
      	 
      
	 
      	
              8.1.5

            	
              the
      Vendor is the legal and beneficial owners of the Sale Shares and are, in
      any event, entitled to sell and transfer the Sale Shares to the Purchaser,
      free from all and any Encumbrances together with all rights and benefits
      attaching thereto;

            
	 
      	 
      	 
      
	 
      	
              8.1.6

            	
              the
      execution and delivery of, and the performance by the Vendor of its
      obligations under this Agreement will
not:

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              result
      in a breach of any agreement or arrangement to which the Vendor is a party
      or by which the Vendor is bound; and/or

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              result
      in a breach of any order, judgement or decree of or undertaking to any
      court, government body, statutory authority or regulatory body (including,
      without limitation, any relevant government or other authorities in the
      PRC, any relevant stock exchange or securities council) to which the
      Vendor is a party or by which it is
bound.

            


    

    
      	 
      	 
      	 
      
	
              8.2

            	
              The
      Vendor further warrants and undertakes to and with the Purchaser
      that:

            
	 
      	 
      	 
      
	 
      	
              8.2.1

            	
              the
      Warranties are true and accurate in all respects and not misleading at the
      date of this Agreement and will continue to be true and accurate in all
      respects and not misleading down to and including
    Completion;

            
	 
      	 
      	 
      
	 
      	
              8.2.2

            	
              in
      relation to any Warranties which refer to the knowledge, information or
      belief of the Vendor, that the Vendor has made reasonable enquiry into the
      subject matter of that Warranty;

            
	 
      	 
      	 
      
	 
      	
              8.2.3

            	
              each
      of the statements set out in Schedule 1 is true and accurate in all
      respects;

            


    

    
      	 
      	 
      	 
      
	
              8.3

            	
              The
      Warranties given hereunder or pursuant hereto shall not in any respect be
      extinguished or affected by Completion and the benefits thereof may be
      assigned in whole or in part by the Purchaser to any third party at its
      sole discretion without the Vendor’s consent.

            
	 
      	 
      	 
      
	
              8.4

            	
              The
      Purchaser confirms, and the Vendor acknowledges that, the Purchaser has
      entered into this Agreement in reliance upon and on the basis of each of
      the Warranties.

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      
	
              8.5

            	
              The
      Warranties shall be separate and independent and save as expressly
      provided shall not be limited by reference to any other Clause or anything
      in this Agreement, the Schedules or the Appendices.

            
	 
      	 
      
	
              8.6

            	
              The
      Vendor shall not do, allow or procure any act or omission before
      Completion which would constitute a breach of any of the Warranties if
      they were given at Completion or which would make any of the Warranties
      unfulfilled, untrue, inaccurate or misleading in any respect if they were
      so given.

            
	 
      	 
      
	
              8.7

            	
              If
      prior to Completion, any Party shall become aware of any event which
      results or may result in any of the warranties being unfulfilled, untrue,
      incorrect or misleading on Completion, the Party not in default (the
      “Non-Defaulting
      Party”) shall immediately notify the Party in Default (the “Defaulting
      Party”) in writing thereof prior to Completion and the Defaulting
      Party shall make any investigation concerning the event which the
      Non-Defaulting Party, without prejudice to any of the Non-Defaulting Party
      rights under this Agreement, may reasonably require. If an investigation
      is required, the Defaulting Party shall conduct and complete the
      investigation within fourteen (14) days from the receipt of written notice
      from the Non-Defaulting Party.

            
	 
      	 
      
	
              8.8

            	
              In
      any event, if it becoming apparent on or before Completion that the Vendor
      is or may be in material breach of any of the Warranties or any other term
      of this Agreement, the Purchaser shall be entitled, in its sole
      discretion, rescind this Agreement by notice in writing to the
      Vendor.

            
	 
      	 
      


    

    
      	
              8A.

            	
              Profit
      Warranty
      for FY2007 and FY2008

            
	 
      	 
      
	
              8A.1

            	
              Subject
      to Clause 8A.4 below, the Vendor hereby undertakes to the Purchaser that
      the consolidated NPAT of the Company (based on its Accounts) shall be as
      follows:

            
	 
      	 
      
	 
      	
              8A.1.1
      not less than S$2,000,000 (the “FY2007 Guaranteed
      Profit”) for FY2007; and

            
	 
      	 
      
	 
      	
              8A.1.2
      not less than S$5,000,000 (the “FY2008 Guaranteed
      Profit”) for FY2008.

            
	 
      	 
      
	 
      	
              For
      the purposes of the profit warranty provided by the Vendor pursuant to
      this Clause 8A, the Parties acknowledge and agree that a sum of
      S$5,000,000 (the “Escrow
      Sum”) out of the Cash Consideration shall be placed in a bank
      account with Stamford Law Corporation (the “Escrow Account”) under
      an escrow arrangement (the terms of which will be mutually agreed between
      the relevant parties) until ten (10) Business Days from the date of issue
      of the FY2008 Accounts of the Target
Companies.

            


    

    
      	 
      	 
      
	8A.2	
              In
      the event that the NPAT for FY2007 and/or
      FY2008 (each a “Profit Warranty Period”)
      is less than the FY2007 Guaranteed Profit or the FY2008 Guaranteed Profit
      as the case may be, the Vendor shall upon
      written demand by the Purchaser
      compensate the Purchaser as
  follows:

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              the
      amount (the “Compensation
      Amount”) equal to the Shortfall Amount (being the difference
      between the FY2007 Guaranteed Profit and the NPAT for FY2007 and the
      difference between the FY2008 Guaranteed Profit and the NPAT for FY2008)
      from the Escrow Sum in the Escrow Account, and paying the Compensation
      Amount to any of the Company as directed by the Purchaser;
    and

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	
              (b)

            	
              in
      addition to payment of the Compensation Amount as described in Clause
      8A.2(a) above, the number of Consideration Shares  allotted and
      issued to the Vendor shall be reduced by way of a selective capital
      reduction or share buy-back or such other method as may be determined by
      the Purchaser in its absolute discretion using the formula set out
      below:

            


    

    


    
      	
              R

            	
              =

            	
              Shortfall
      Amount

            
	
              S$1.00

            	 
      	 
      


    

    


    
      	
               
      

            	
              Where:

            


    

    
      


      
        	
                 
      

              	R is the number of Consideration Shares to be
      reduced, rounded down to the nearest whole
share.




    

    
      	 
      	 
      
	
              8A.3

            	
              In
      respect of payment of the Compensation Amount in cash, the Vendor shall
      make such payment by way of telegraphic transfer to the bank account of
      the Purchaser (as notified by the Purchaser to the Vendor) or a cashier’s
      order or banker’s draft issued by a bank licensed in Singapore and made
      out in favour of the Purchaser, or such other method of payment as the
      Purchaser may indicate to the Vendor, in all cases within five (5)
      Business Days of the date of issue of the relevant accounts for FY2007 or
      FY2008 as the case may be.

            
	 
      	 
      
	
              8A.4

            	
              In
      connection with Clause 8A.1 above, the Purchaser agrees and undertakes
      that upon the occurrence of an event of force majeure (hereinafter
      defined) during the Profit Warranty Period, such event to be notified in
      writing to the Purchaser by the Vendor within five (5) Business Days from
      such occurrence. In this event, the Profit Warranty Period affected by the
      occurrence of an event of force majeure shall be deferred to a period of
      evaluation to be reasonably determined by the Purchaser and in
      consultation with the Vendor.

            
	 
      	 
      
	 
      	
              For
      the purposes of this Clause 8A.4, “events of force majeure”
      shall be limited to natural disasters, outbreak of epidemics, riot or war,
      developing, occurring, existing or coming into effect and which have an
      adverse impact on the businesses and/or financial performance of the
      Target Companies.

            
	 
      	 
      
	 
      	 
      
	
              8B

            	
              Contractual
      Arrangements between Molong and Mopie

            
	 
      	 
      
	
              8B.1

            	
              The
      Vendor represents, warrants and undertakes to the Purchaser that the
      following contractual arrangements are, as at the date of this Agreement
      proper, valid and binding:

            


    

     

    
      	 
      	 
      	 
      
	 
      	
              8B.1.1

            	
              an
      Exclusive Technical Grant and Service Agreement (独家技术许可和服务协议) entered
      into between Mopie and the Company;

            
	 
      	 
      	 
      
	 
      	
              8B.1.2

            	
              an
      Exclusive Equity Transfer Option Agreement (独家转股期权协议)entered
      into between Ms. Shi Yongmei (史永梅), Ms.
      Song Zhiling(宋志凌), Mopie
      and the Company;

            
	 
      	 
      	 
      
	 
      	
              8B.1.3

            	
              an
      Shareholder Voting Rights Proxy Agreement (股东表决权委托协议)
      entered into between Ms. Shi Yongmei, Ms. Song Zhiling, Mopie and the
      Company in relation to the voting rights of Molong in
    Mopie;

            
	 
      	 
      	 
      
	 
      	
              8B.1.4

            	
              an
      Equity Interests Mortgage Agreement (关于上海摩派信息科技有限公司之股权质押协议)entered into
      between Ms. Shi Yongmei, Ms. Song Zhiling, Mopie and the Company;
      and

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              8B.1.5

            	
              a
      Loan agreement (借款协议)entered into
      between Ms. Shi Yongmei, Ms. Song Zhiling and the
  Company,

            


    

    
      	 
      	 
      	 
      
	
              (collectively
      the “Contractual
      Arrangements”). The Contractual Arrangements, which are annexed
      hereto in Appendix II, are dated 1 July
2007.

            


    

     

    
      	 
      	 
      	 
      
	
              8B.2

            	
              In
      relation to the Contractual Arrangements, the Vendor undertakes
      to:

            
	 
      	 
      	 
      
	 
      	
              8B.2.1

            	
              ensure
      that the Contractual Arrangements remain proper, valid and binding on the
      relevant parties, with a view to maintaining the current collaboration,
      business model and relationship between Molong and Mopie post-Completion;
      and

            
	 
      	 
      	 
      
	 
      	
              8B.2.2

            	
              renew
      or re-enter into similar agreements with a view to maintaining the current
      collaboration, business model and relationship between Molong and Mopie in
      the event of the expiry or
      termination of any of the Contractual Arrangements for any reason
      whatsoever, on terms and subject to conditions acceptable to the Purchaser
      which it shall determine in its absolute discretion.

            
	 
      	 
      	 
      


    

    
      	
              9.

            	
              Warranties by the
      Purchaser

            
	 
      	 
      
	
              9.1

            	
              The
      Purchaser hereby represents, warrants and undertakes to and with the
      Vendor (with the intent that the provisions of this Clause shall continue
      to have full force and effect notwithstanding Completion)
      that:

            


    

     

    
      	 
      	 
      	 
      
	 
      	
              9.1.1

            	
              the
      Purchaser has full power and authority to enter into and perform this
      Agreement and this Agreement constitutes valid and binding obligations on
      the Purchaser;

            
	 
      	 
      	 
      
	 
      	
              9.1.2

            	
              neither
      the Purchaser nor it and its respective directors has committed and/or is
      in breach of any of the laws of any country in relation to the affairs of
      the Purchaser and having an adverse material effect on the affairs of the
      Purchaser;

            
	 
      	 
      	 
      
	 
      	
              9.1.3

            	
              the
      execution and delivery of, and the performance by the Purchaser of its
      obligations under this Agreement will
not:

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              result
      in a breach of any provision of the memorandum or articles of association
      of the Purchaser or of any agreement or arrangement to which the Purchaser
      is a party or by which it is bound; and/or

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              result
      in a breach of any order, judgement or decree of or undertaking to any
      court, government body, statutory authority or regulatory body (including,
      without limitation, any relevant stock exchange or securities council) to
      which the Purchaser is a party or by which it is bound.

            
	 
      	 
      	 
      


    

    
      	
              10.

            	
              Indemnification

            	 
      
	 
      	 
      	 
      
	
              10.1

            	
              Each
      of the Parties to this Agreement (the “Indemnifying
      Party”) hereby irrevocably undertakes to keep the other Party (the
      “Indemnified
      Party”) fully and effectively indemnified against any and all
      Damages (including but not limited to all legal costs or attorney’s fees
      on a full indemnity basis) that the Indemnified Party may reasonably incur
      or may reasonably suffer in
      connection with or arising from any material breach of any of the
      warranties, representation and/or
      undertakings in Clauses 6, 7, 8 and/or Clause 9, as the case may be,
      and/or material default by the Indemnifying Party of its obligations under
      this Agreement. Any liability to the Indemnified Party hereunder may in
      whole or in part be released, compounded or compromised or time or
      indulgence given by the Indemnified Party in its absolute discretion
      without in any way prejudicing or affecting its rights against the
      Indemnifying Party.  Any release or waiver or compromises shall
      be in writing and shall not be deemed to be a release, waiver or
      compromise of similar conditions in future. For the avoidance of doubt,
      this Clause 10 shall survive Completion.

            
	 
      	 	 
      


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	
              10.2

            	
              The
      indemnity in Clause 10.1 shall include all costs and expenses payable in
      connection with any claim or liability referred to
  therein.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              11.

            	
              Confidentiality

            
	 
      	 
      	 
      
	
              11.1

            	
              Each
      of the Parties agrees to keep strictly secret and confidential, and under
      no circumstances to disclose to any person which is not a party to the
      Agreement, any Confidential Information arising from or in connection with
      this Agreement unless disclosure of such information is expressly
      permitted by the prior written consent in writing of the other party (such
      consent not to be unreasonably withheld). The Vendor shall also procure
      the Target Companies to observe the terms of this Clause as if it were
      given by the Vendor.

            
	 
      	 
      	 
      
	
              11.2

            	
              Notwithstanding
      Clause 11.1, the confidentiality obligation shall not apply
      to:

            
	 
      	 
      	 
      
	 
      	
              11.2.1

            	
              any
      information obtained from any Party hereto which becomes generally known
      to the public, other than by reason of any wilful or negligent act or
      omission of any Party hereto or any of their agents, advisers or
      employees;

            
	 
      	 
      	 
      
	 
      	
              11.2.2

            	
              any
      information obtained from any third party;

            
	 
      	 
      	 
      
	 
      	
              11.2.3

            	
              any
      information which is required to be disclosed pursuant to any legal
      process issued by any court or tribunal whether in Singapore, the PRC or
      elsewhere;

            
	 
      	 
      	 
      
	 
      	
              11.2.4

            	
              any
      information disclosed by any of the parties to their respective bankers,
      financial advisers, consultants and legal or other advisers for the
      purpose of this Agreement and the transactions contemplated
      herein;

            
	 
      	 
      	 
      
	 
      	
              11.2.5

            	
              any
      information that may be required to be disclosed pursuant to any
      applicable requirement issued by any competent governmental or statutory
      authority or rules or regulations of any relevant regulatory body
      (including, without limitation, any relevant stock exchange or securities
      council), and

            
	 
      	 
      	 
      
	 
      	
              11.2.6

            	
              any
      information which is reasonably required to be disclosed to persons who
      are subject to duties of secrecy and confidence under the Banking Act,
      Chapter 19 of Singapore, the Finance Companies Act, Chapter 108 of
      Singapore or such other similar legislation as may be applicable to the
      Purchaser.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              12.

            	
              Restriction on
      Announcements

            


    

    
      	 	 
      	 
      	 
      
	 	
              Save
      as may be required to be disclosed pursuant to any applicable requirement
      issued by any competent governmental or statutory authority or rules or
      regulations of any relevant regulatory body (including, without
      limitation, any relevant stock exchange or securities council), each Party
      undertakes that prior to Completion it will not make any announcement in
      connection with this Agreement unless the other party shall have given its
      written consent to such announcement (which consent not to be unreasonably
      withheld).

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	 
      	 	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              13.

            	
              Costs and
      Stamp Duty

            
	 
      	 
      	 
      
	
              13.1

            	
              Subject
      to Clauses 8.9 and 13.2, each Party to this Agreement shall pay its own
      costs and expenses incurred in relation to or in connection with the
      negotiation, preparation and execution of this Agreement and the sale and
      purchase hereby agreed to be made, provided that if any Party shall
      lawfully exercise any right hereby conferred to rescind this Agreement
      before Completion the other Party shall indemnify the first-mentioned
      Party against expenses and costs (including legal, accounting and other
      costs and expenses) incurred in the preparation of this
      Agreement.

            
	 
      	 
      	 
      
	
              13.2

            	
              The
      Purchaser shall bear:-

            
	 
      	 
      	 
      
	 
      	
              13.2.1

            	
              all
      stamp duties payable in connection with the transfer of the Sale Shares
      from the Vendor to the Purchaser;

            
	 
      	 
      	 
      
	 
      	
              13.2.2

            	
              all
      fees payable to the financial adviser, independent financial adviser (if
      necessary), its solicitors (in Singapore or otherwise) and such other
      professional advisers appointed by the Purchaser to effect the
      Acquisition;

            
	 
      	 
      	 
      


    

    
      	
              14.

            	
              General

            


    

    
      	 
      	 
      
	
              14.1

            	
              This
      Agreement shall be binding
      upon and
      inure for the benefit of the successors,
      personal representatives and estates of the Parties. Except as
      otherwise expressly provided in this Agreement, no rights and obligations
      in this Agreement shall be assigned to any other person by any party
      without the prior written consent of the other Party. Nothing herein
      contained shall prevent an assignment to a successor of any Party if such
      succession is created as a result of a merger or consolidation involving a
      transfer of ownership of all or substantially all of its assets by any
      party; provided that
      the successor to such Party in any such transaction shall assume in
      writing or as a matter of law the obligations of such Party hereunder with
      full continuing liability of such party and further
      provided that prior written notice of such transaction shall be
      given by such party to the other Party. No assignment shall relieve any
      Party of its obligations in this Agreement.

            
	 
      	 
      
	
              14.2

            	
              This
      Agreement (together with the Schedules and Appendices attached hereto),
      constitutes the full understanding of the parties and the complete and
      exclusive statement of the terms and conditions of the Agreement relating
      to the subject matter of this Agreement and supersedes any and all prior
      agreements, whether written or oral, that may exist between the Parties
      with respect thereto.

            
	 
      	 
      
	
              14.3

            	
              Any
      amendment of or supplement to this Agreement, including this provision and
      the Schedules and Appendices, must be in writing (or in any other form
      required by applicable law) and executed by both Parties to be
      effective.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	
              14.4

            	
              The
      provisions of this Agreement including the Warranties, covenants and
      undertakings (insofar as the same shall not have been fully performed at
      Completion) shall remain in full force and effect notwithstanding
      Completion. Completion shall not prejudice any rights of any of the
      Parties which may have accrued hereunder prior to
    Completion.

            
	 
      	 
      
	
              14.5

            	
              The
      Vendor and the Purchaser shall do and execute or procure to be done and
      executed all such further acts, deeds, things and documents as the other
      party may reasonably require to fulfil the provisions of and to give to
      each Party the full benefit of this Agreement.

            
	 
      	 
      
	
              14.6

            	
              Except
      to the extent already performed, all the provisions of this Agreement
      shall, so far as they are capable of being performed or observed, continue
      in full force and effect notwithstanding Completion.

            
	 
      	 
      
	
              14.7

            	
              The
      illegality, invalidity or unenforceability of any provision of this
      Agreement under the law of any jurisdiction shall not affect its legality,
      validity or enforceability under the law of any other jurisdiction nor the
      legality, validity or enforceability of any other
    provision.

            
	 
      	 
      
	
              14.8

            	
              If
      any provision in this Agreement is held to be illegal, invalid or
      unenforceable in whole or in part, this Agreement shall continue to be
      valid as to its other provisions and the remainder of the affected
      provision.

            
	 
      	 
      
	 
      	 
      
	
              15.

            	
              Notices

            
	 
      	 
      
	
              Any
      notice required to be given by any party to the other shall be deemed
      validly served by hand delivery or by telefax or by prepaid registered
      letter sent through the post to its address given herein or such other
      address as may from time to time be notified for this purpose and any
      notice served by hand shall be deemed to have been served on delivery, any
      notice served by telefax shall be deemed to have been served when sent
      provided
      that such notice sent by telefax shall thereafter be sent by post by way
      of a confirmation copy and any notice served by prepaid registered letter
      shall be deemed to have been served seven (7) days after the time at which
      it was posted and in proving service it shall be sufficient to prove that
      the notice was properly addressed and delivered or posted, as the case may
      be.  The initial addresses and telefax numbers of the parties
      are:

            


    

    


    


    
      	 
      	 
      	 
      
	
              The
      Vendor:

            	
              Tan
      Kee Chen

            	 
      
	 
      	
              Block
      234 #12-438

            	 
      
	 
      	
              Yishun
      Street 21

            	 
      
	 
      	
              Singapore
      760234

            	 
      
	 
      	
              Telefax
      no:

            	
              65
      65342996

            
	 
      	
              Attention:

            	
              Tan
      Kee Chen

            
	 
      	 
      	 
      
	
              The
      Purchaser:

            	
               Enzer Corporation
      Limited

            
	 
      	
              Block
      4012 Ang Mo Kio Ave 10,

            
	 
      	
              #06-08,
      TECHPlace I,

            
	 
      	
              Singapore
      569628

            	 
      
	 
      	 
      	 
      
	 
      	
              Telefax
      no:

            	
              (65)
      6553 0218

            
	 
      	
              Attention:

            	
              Low
      Shiong Jin

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              16.

            	
              Remedies and
      Waivers

            
	 
      	 
      
	 
      	
              Save
      as expressly provided herein, any right of rescission conferred upon the
      Purchaser or the Vendor hereby shall be in addition to and without
      prejudice to all other rights and remedies available to it. No failure on
      the part of any party to this Agreement to exercise, and no delay on its
      part in exercising, any right or remedy under this Agreement will operate
      as a waiver thereof, nor will any single or partial exercise of any right
      or remedy preclude any other or further exercise thereof or the exercise
      of any other right or remedy. The rights provided in this Agreement are
      cumulative and not exclusive of any rights or remedies provided by
      law.

            
	 
      	 
      
	 
      	 
      
	
              17.

            	
              Time of
      Essence

            
	 
      	 
      
	 
      	
              Any
      time, date or period mentioned in any provision of this Agreement may be
      extended by mutual agreement between the parties hereto but as regards any
      time, date or period originally fixed and not extended or any time, date
      or period so extended as aforesaid time shall be of the
      essence.

            
	 
      	 
      
	 
      	 
      
	
              18.

            	
              Third Party
      Rights

            
	 
      	 
      
	 
      	
              Unless
      expressly provided to the contrary in this Agreement, a person who is not
      a Party has no right under the Contracts (Rights of Third Parties) Act,
      Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of
      this Agreement.

            
	 
      	 
      
	 
      	 
      
	
              19.

            	
              Counterparts

            
	 
      	 
      
	 
      	
              This
      Agreement may be signed in any number of counterparts each of which shall
      together constitute the same agreement.  Any party may enter
      into this Agreement by signing any such counterpart. Each counterpart may
      be signed and executed by the parties and transmitted by facsimile
      transmission and shall be as valid and effectual as if executed as an
      original.

            
	 
      	 
      
	 
      	 
      
	
              20.

            	
              Governing
      Law and Jurisdiction

            
	 
      	 
      
	
              20.1

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of Singapore.

            
	 
      	 
      
	
              20.2

            	
              In
      relation to any legal action or proceedings arising out of or in
      connection with this Agreement, each of the Parties hereto hereby
      irrevocably submits to the non-exclusive jurisdiction of the courts of
      Singapore.  The submission to jurisdiction in this Clause 13
      shall not affect the right of any Party to take proceedings in any other
      jurisdiction nor shall the taking of proceedings in any jurisdiction
      preclude any other Party from taking proceedings in any other
      jurisdiction.

            
	 
      	 
      
	 
      	 
      
	
              21.

            	
              Language

            
	 
      	 
      
	 
      	
              This
      Agreement is prepared in English and is translated into Mandarin for the
      purposes of Parties’ understanding of the contents of this Agreement.
      In the event of any inconsistency between the English and Mandarin
      versions of this Agreement, the English version of this Agreement
      shall prevail.

            


    

    


     

     

     

     

     

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
 

    


    
      	 
      	 
      	 
      
	
              Schedule
      1 - Warranties as to the Target
      Companies

            


    

     

    
      	 
      	 
      
	
              1.

            	
              Information

            
	 
      	 
      
	
              1.1

            	
              Save
      as disclosed in the Disclosure Letter, the Recitals are true and all
      information contained in any written document or communication (whether
      oral or written), including any information on the Target Companies, which
      has been given in writing by the Target Companies or their advisers,
      agents, representatives, officers or employees to the Purchaser or its
      advisers, agents, representatives, officers or employees in the course of
      the negotiations leading to this Agreement was when given true and
      accurate in all material respects and is not misleading whether because of
      any omission or ambiguity or for any other reason.

            
	 
      	 
      
	
              1.2

            	
              The
      Purchaser will promptly be notified in writing by the Vendor of any
      matters or thing of which it becomes aware which is a breach of or is
      inconsistent with any of the Warranties.

            
	 
      	 
      
	
              2.

            	
              Copies of Accounts,
      Memorandum and Articles, etc.

            
	 
      	 
      
	 
      	
              The
      copies of the Accounts and the constitutive documents of the Target
      Companies are true and complete copies and in the case of the constitutive
      documents have attached thereto copies of all such resolutions and
      agreements as are required by law to be delivered to and lodged with the
      competent authorities of the corporate seats or countries of incorporation
      of the Target Companies.

            
	 
      	 
      
	
              3.

            	
              Accounts

            
	 
      	 
      
	
              3.1

            	
              The
      Accounts of the Target Companies were properly prepared in a manner
      consistent with that adopted in the preparation of its management accounts
      for all periods ended during the 12 months prior to the Accounts
      Date.

            
	 
      	 
      
	
              3.2

            	
              Without
      limiting the generality of paragraph 3.1 above, with respect to the Target
      Companies, their Accounts either make full provision for or disclose all
      its liabilities (whether actual, contingent or disputed and including
      finance lease commitments), all outstanding capital commitments and all
      its bad or doubtful debts in accordance with the accounting principles,
      standards and practices generally accepted in its corporate seat or
      country of incorporation as at the Accounts Date.

            
	 
      	 
      
	
              3.3

            	
              Having
      regard to the purpose for which such Accounts were prepared, they are not
      misleading in any material respect.

            
	 
      	 
      
	
              4.

            	
              Changes since Accounts
      Date

            
	 
      	 
      
	 
      	
              Save
      as set out in the Disclosure Letter, since the Accounts Date as regards
      the Target Companies:

            
	 
      	 
      
	
              4.1

            	
              their
      businesses have been lawfully carried on in the ordinary course and so as
      to maintain the same as going concerns;

            
	 
      	 
      
	
              4.2

            	
              they
      have not disposed of any assets or assumed or incurred any material
      liabilities (including contingent liabilities) otherwise than in the
      ordinary course of carrying on their businesses;

            
	 
      	 
      
	
              4.3

            	
              their
      businesses have not been adversely affected by the loss of any important
      customer or source of supply or by any abnormal factor not affecting
      similar businesses to a like extent or by
      any other cause and the Target Companies after making due and careful
      enquiries are not aware of any facts which are likely to give rise to any
      such effects;

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      
	
              4.4

            	
              no
      dividend or other distribution has been declared, made or paid to their
      members except as provided for in their Accounts;

            
	 
      	 
      
	
              4.5

            	
              there
      has been no material adverse change in their turnover and trading
      position;

            
	 
      	 
      
	
              4.6

            	
              no
      change has been made in the emoluments or other terms of employment of
      their directors or any of their employees;

            
	 
      	 
      
	
              4.7

            	
              they
      have not borrowed any money or issued any guarantee or created any charge
      or Encumbrance over any asset other than as disclosed in their
      Accounts;

            
	 
      	 
      
	
              4.8

            	
              no
      share or loan capital has been allotted or issued or agreed to be
      issued;

            
	 
      	 
      
	
              4.9

            	
              they
      have not entered into any unusual, long term or onerous commitments or
      contracts;

            
	 
      	 
      
	
              4.10

            	
              the
      Vendor after making due and careful enquiries have not learnt of any
      circumstance making bad or doubtful any of the book debts of the Target
      Companies;

            
	 
      	 
      
	
              4.11

            	
              there
      has been no material adverse change in their financial position or
      prospects;

            
	 
      	 
      
	
              4.12

            	
              they
      have not knowingly waived or released any proprietary rights of a material
      or substantial value howsoever arising;

            
	 
      	 
      
	
              4.13

            	
              they
      have not acquired or disposed of or granted any right or option or created
      any other encumbrance; and

            
	 
      	 
      
	
              4.14

            	
              no
      resolutions have been passed and nothing has been done in the conduct or
      management of the affairs of the Target Companies which would be likely to
      materially reduce the net asset value of the Target
    Companies.

            
	 
      	 
      
	
              5.

            	
              Litigation

            
	 
      	 
      
	
              5.1

            	
              Since
      the Accounts Date, no claim in damages has been made against the Target
      Companies.

            
	 
      	 
      
	
              5.2

            	
              Save
      as disclosed in the Disclosure Letter, the Target Companies are not at
      present engaged, whether as plaintiff or defendant or otherwise, in any
      legal action, proceeding or arbitration (other than as plaintiff in the
      collection of debts arising in the ordinary course of its business) or
      being prosecuted for any criminal offence.

            
	 
      	 
      
	
              5.3

            	
              There
      is not in force any court injunction, order or directive restraining or
      restricting the Target Companies from carrying on their business or any
      part thereof.

            
	 
      	 
      
	
              5.4

            	
              The
      Target Companies are not subject to any outstanding judgment, order or
      decree of any court, tribunal or regulatory or government body or any
      undertaking to any court, judicial authority or regulatory or government
      body or any outstanding arbitration award; there are no civil, criminal,
      administrative or disciplinary or arbitration proceedings in progress,
      pending or threatened against the Target Companies and there are no facts
      likely to give rise to any such
proceedings.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              5.5

            	
              The
      Target Companies and any person, for whose acts or defaults the Target
      Companies may be liable, has not committed any criminal, illegal or other
      unlawful act or any breach of contract or statutory duty or any tortious
      or other act or default which could lead to a claim or proceedings against
      the Target Companies or give rise to or increase a liability or obligation
      of the Target Companies or which could entitle any other person to
      terminate any contract to which the Target Companies are
      parties.

            
	 
      	 
      
	
              5.6

            	
              There
      are no investigations, inquiries or disciplinary proceedings by or before
      any regulatory or government body concerning the Target Companies, none
      are pending or threatened and there are no facts likely to give rise to
      any such investigation, inquiry or proceedings.

            
	 
      	 
      
	
              5.7

            	
              So
      far as the Vendor is aware, the Target Companies and their officers,
      agents or employees has not, for the purposes of securing any contract for
      the Target Companies, given or offered any bribe or any corrupt, unlawful
      or immoral payment, contribution, gift, entertainment or other
      inducement.

            
	 
      	 
      
	
              5.8

            	
              The
      Target Companies have not been convicted of any offence. No employee,
      agent or former officer, agent or employee of the Target Companies has
      been convicted of any offence in relation to the Target
      Companies.

            
	 
      	 
      
	
              6.

            	
              Taxation

            
	 
      	 
      
	 
      	
              Save
      as disclosed in the Disclosure Letter:

            
	 
      	 
      
	
              6.1

            	
              There
      is no liability on the Target Companies to Taxation in respect of which a
      claim for Taxation could be made and there are no circumstances likely to
      give rise to such a liability.

            
	 
      	 
      
	
              6.2

            	
              All
      income tax, goods and services and value-added tax, salaries tax and
      property tax, stamp duties, withholding tax and other taxes charges and
      levies assessed or imposed by any government or governmental or statutory
      body which have been assessed upon the Target Companies and which are due
      and payable on or before Completion have been paid and were paid on or
      before the relevant due date for payment.

            
	 
      	 
      
	
              6.3

            	
              In
      relation to stamp duty assessable or payable in Singapore, PRC or
      elsewhere in the world, as at the date of this Agreement and as at
      Completion Date, all documents in the enforcement of which the Target
      Companies may be interested have been duly stamped and no document
      belonging to the Target Companies now or at completion which is subject to
      ad valorem stamp
      duty is or will be unstamped or insufficiently stamped; nor has any relief
      from such duty been improperly obtained, nor has any event occurred as a
      result of which any such duty from which the Target Companies have
      obtained relief, has become payable; and all stamp duty payable upon any
      transfer of shares in the Target Companies before Completion has been duly
      paid.

            
	 
      	 
      
	
              6.4

            	
              In
      relation to goods and services tax and/or value-added or other similar
      tax, each of the Target Companies:

            


    

    
      	 
      	 
      	 
      
	 
      	
              6.4.1

            	
              has
      been duly registered and is a taxable person;

            
	 
      	 
      	 
      
	 
      	
              6.4.2

            	
              has
      complied, in all respects, with all statutory requirements, orders,
      provisions, directions or conditions;

            
	 
      	 
      	 
      
	 
      	
              6.4.3

            	
              maintains
      complete, accurate and up-to-date records as is required by the applicable
      legislation; and

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              6.4.4

            	
              has
      not been required by the relevant authorities of customs and excise to
      give security.

            


    

    
      	 
      	 
      
	
              6.5

            	
              Save
      as disclosed in the Disclosure Letter, the Target Companies have not paid
      or, since the Accounts Date, become liable to pay any penalty or interest
      under any Taxation statute.

            
	 
      	 
      
	
              6.6

            	
              Save
      as disclosed in the Disclosure Letter, the Target Companies have not been
      the subject of an investigation, discovery or access order by or involving
      any Taxation authority and there are no circumstances existing which make
      it likely that an investigation, discovery or order will be
      made.

            
	 
      	 
      
	
              6.7

            	
              For
      Taxation purposes, the Target Companies have at all times been
      tax-resident in its corporate seat or country of incorporation (as the
      case may be) and has not at any time been resident outside its corporate
      seat or country of incorporation (as the case may be).

            
	 
      	 
      
	
              6.8

            	
              The
      Target Companies, other than the Company, are not and have not at any time
      been subject to Taxation in any jurisdiction outside the PRC and do not
      carry on and have not at any time carried on any trade, business or other
      activity outside the PRC.

            
	 
      	 
      
	
              6.9

            	
              The
      Target Companies are not and have not at any time enjoyed any tax
      incentives or tax holidays.

            
	 
      	 
      
	
              7.

            	
              Contributions

            
	 
      	 
      
	
              7.1

            	
              All
      deductions and payments required to be made by the Target Companies in
      respect of contributions (including employer's contributions) to any
      relevant competent authority have been so made.

            
	 
      	 
      
	
              7.2

            	
              Proper
      records have been maintained in respect of all such deductions and
      payments and all regulations applicable thereto have been complied
      with.

            
	 
      	 
      
	
              8.

            	
              Tax
      returns

            
	 
      	 
      
	 
      	
              The
      Target Companies have duly made all returns and given or delivered all
      notices, accounts and information which on or before the date of this
      Agreement and on Completion Date ought to have been made, given or
      delivered for the purposes of Taxation and all such returns, notices,
      accounts and information (and all other information supplied to the Inland
      Revenue or the Customs and Excise or other fiscal authority concerned for
      any such purpose) have been complete and correct and made on a proper
      basis and none of such returns, notices, accounts or information is
      disputed in any respect by the fiscal authority concerned and there is no
      fact known to the Vendor after making due and careful enquiries which
      might be the occasion of any such dispute or of any claim for taxation in
      respect of any financial period down to and including the Accounts Date
      not provided for in the Accounts of the Target
  Companies.

            
	 
      	 
      
	
              9.

            	
              Employees

            
	 
      	 
      


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    
      	
              9.1

            	
              There
      are not in existence any contracts of service with directors or employees
      of the Target Companies, nor any consultancy agreements with the Target
      Companies, which cannot be terminated by 3 months’ notice or less or
      (where not reduced to writing) by reasonable notice (not exceeding a 3
      month period) without giving rise to any claim for damages or
      compensation.

            


    

    
      	
               
      

            	 


    

    
      	
              9.2

            	
              There
      are no amounts owing to any present or former directors or to employees of
      the Target Companies save for accrued benefits and remuneration due to
      present directors and employees of the Target Companies, full details of
      which have been set out in the relevant Accounts.

            
	 
      	 
      
	
              9.3

            	
              Save
      to the extent (if any) to which provision or allowance has been made in
      the relevant Accounts, the Target Companies have not made or agreed to
      make any payment to or provided or agreed to provide any benefit for any
      present or former director or employee which is not allowable as a
      deduction for the purposes of Taxation.

            
	 
      	 
      
	
              9.4

            	
              Save
      to the extent (if any) to which provision or allowance has been made in
      the relevant Accounts:

            


    

    
      	 
      	 
      	 
      
	 
      	
              9.4.1

            	
              no
      liability has been incurred by the Target Companies for breach of any
      contract of service or for services, for redundancy payments or for
      compensation for wrongful dismissal or unfair dismissal or for failure to
      comply with any order for the reinstatement or re-engagement of any
      employee; and

            
	 
      	 
      	 
      
	 
      	
              9.4.2

            	
              no
      gratuitous payment has been made or promised by the Target Companies in
      connection with the actual or proposed termination or suspension of
      employment or variation of any contract of employment of any present or
      former director or employee.

            
	 
      	 
      	 
      
	
              9.5

            	
              The
      Target Companies have in relation to each of its employees (and so far as
      relevant to each of its former employees) complied in all respects
      with:

            
	 
      	 
      	 
      
	 
      	
              9.5.1

            	
              all
      obligations imposed on it by all statutes, regulations and codes of
      conduct and practice relevant to the relations between it and its
      employees or any trade union and the Target Companies have maintained
      current, adequate and suitable records regarding the service of each of
      its employees;

            
	 
      	 
      	 
      
	 
      	
              9.5.2

            	
              all
      collective agreements and customs and practices for the time being dealing
      with such relations or the conditions of service of its employees;
      and

            
	 
      	 
      	 
      
	 
      	
              9.5.3

            	
              all
      relevant orders and awards made under any relevant statute, regulation or
      code of conduct and practice affecting the conditions of service of its
      employees.

            
	 
      	 
      	 
      
	
              9.6

            	
              The
      Target Companies are not involved in and has not received notice of any
      industrial or trade dispute or any dispute or negotiation with any trade
      union or association of trade unions or organisation or body of
      employees.

            
	 
      	 
      	 
      
	
              9.7

            	
              The
      Target Companies do not have in existence and are not proposing to
      introduce any incentive scheme, share incentive scheme, share option
      scheme, profit sharing scheme or other bonus commission or incentive
      scheme for all or any of its directors or employees.

            
	 
      	 
      	 
      
	
              9.8

            	
              Save
      as set out in the Disclosure Letter:

            
	 
      	 
      	 
      
	 
      	
              9.8.1

            	
              the
      Target Companies have no other employees;

            
	 
      	 
      	 
      
	 
      	
              9.8.2

            	
              there
      are no other terms and conditions of employment for any employee of the
      Target Companies;

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	
              9.8.3

            	
              no
      employee of the Target Companies receives or is entitled (contingently or
      otherwise) to receive any bonus, commission, variable remuneration,
      insurance benefit in kind, motor vehicle for private use or other reward
      other than wages or salary at a fixed rate; and

            
	 
      	 
      	 
      
	 
      	
              9.8.4

            	
              all
      employees who require a valid employment pass or other required permit
      entitling such employee to work in the country in which he or she
      exercises employment are in possession of such valid pass or permit; and
      true and complete particulars of each such employee's current
      remuneration, age, sex, date of commencement of continuous employment and
      pension scheme membership appear in the Disclosure
  Letter.

            
	 
      	 
      	 
      
	
              9.9

            	
              The
      Target Companies have not offered or agreed to increase the remuneration
      of or to alter any of the terms and conditions of employment of any of its
      employees.

            
	 
      	 
      	 
      
	
              9.10

            	
              There
      are no amounts owing to any present or former employee of the Target
      Companies other than remuneration accrued for the current wage or salary
      period or for reimbursement of normal business expenses and no present or
      former employee of the Target Companies has any claim against the Target
      Companies or right to be indemnified by the Target Companies arising out
      of an act or omission in the course of his office or employment on or
      before the date of this Agreement and on Completion
  Date.

            
	 
      	 
      	 
      
	
              9.11

            	
              The
      employees of the Target Companies do not have at the date of this
      Agreement and on Completion Date any accrued rights to holiday pay or to
      pay in lieu of holidays which have not been provided for in full in the
      Management Accounts.

            
	 
      	 
      	 
      
	
              9.12

            	
              The
      Target Companies do not have any agreement or other arrangement (whether
      or not legally binding) with any trade union or other body representing
      employees of any Target Company or any of them and the Target Companies do
      not recognise any trade union or other body representing employees of any
      Target Company or any of them.

            
	 
      	 
      	 
      
	
              9.13

            	
              There
      has been no strike, work to rule or industrial action (official or
      unofficial) by any employee of the Target Companies within the last 5
      years.

            
	 
      	 
      	 
      
	
              9.14

            	
              There
      are no claims pending or threatened or, to the best of the knowledge of
      the Vendor, having made due and careful enquiries, capable of arising,
      against the Target Companies:

            
	 
      	 
      	 
      
	 
      	
              9.14.1

            	
              by
      an employee or workman or third party, in respect of an accident or injury
      which is not fully covered by insurance; or

            
	 
      	 
      	 
      
	 
      	
              9.14.2

            	
              by
      an employee or director in relation to his terms and conditions of
      employment or appointment.

            
	 
      	 
      	 
      
	
              10.

            	
              Pensions, Grants and
      Employment Schemes

            
	 
      	 
      	 
      
	
              10.1

            	
              There
      are not in existence nor has any proposal been announced to establish any
      retirement, death or disability benefit schemes for directors or employees
      nor are there any obligations to or in respect of present or former
      directors or employees with regard to retirement, death or disability
      pursuant to which the Target Companies are or may become liable to make
      payments and no pension or retirement or sickness gratuity is currently
      being paid or has been promised by the Target Companies to or in respect
      of any former director or former
employee.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              10.2

            	
              No
      grants, subsidies and allowances have been applied for or received by the
      Target Companies from any government body and there are no grounds upon
      which any such grant, subsidy or allowance or any part thereof could be
      liable to be repaid or recovered whether by reason of completion of this
      Agreement or otherwise.

            
	 
      	 
      	 
      
	
              10.3

            	
              The
      Target Companies are not party to any scheme or programme relating to the
      temporary or permanent engagement or training of employees under which it
      receives any subsidy or other financial assistance from any government
      body.

            
	 
      	 
      	 
      
	
              11.

            	
              Debts to, contracts
      with, connected persons

            
	 
      	 
      	 
      
	
              11.1

            	
              Save
      as stated in the Disclosure Letter, there are:

            
	 
      	 
      	 
      
	 
      	
              11.1.1

            	
              no
      loans made by the Target Companies or debts (whether or not due for
      payment and including contingent liabilities) or unfulfilled obligations
      (present or future, actual or contingent) owing to any corporations
      controlled by the Vendor or his affiliates or to any director or employee
      of the Target Companies;

            
	 
      	 
      	 
      
	 
      	
              11.1.2

            	
              no
      debts owing by the Target Companies other than debts which have arisen in
      the ordinary course of business;

            
	 
      	 
      	 
      
	 
      	
              11.1.3

            	
              no
      securities given by or to the Target Companies (including but not limited
      to guarantees and indemnities) for any such loans or debts as aforesaid;
      and

            
	 
      	 
      	 
      
	 
      	
              11.1.4

            	
              no
      claims or circumstances which may give rise to a claim against the Target
      Companies by the Vendor or any director or employee of the Target
      Companies.

            
	 
      	 
      	 
      
	
              11.2

            	
              There
      are no existing contracts, arrangements, understandings or engagements to
      which the Target Companies are parties and in which the Target Companies,
      any director or employee of the Target Companies is directly or indirectly
      interested.

            
	 
      	 
      	 
      
	
              11.3

            	
              There
      is no contract, arrangement or understanding to which the Target Companies
      are parties or by which they are bound which is not on entirely arm's
      length terms.

            
	 
      	 
      	 
      
	
              11.4

            	
              The
      financial position of the Target Companies and their results as appearing
      from the Accounts were not and have not since been affected by any
      transaction, contract or arrangement not on entirely arm's length
      terms.

            
	 
      	 
      	 
      
	
              12.

            	
              Capital commitments,
      unusual contracts, Guarantees

            
	 
      	 
      	 
      
	 
      	
              The
      Target Companies:

            
	 
      	 
      	 
      
	
              12.1

            	
              have
      no capital commitment in excess of S$100,000;

            
	 
      	 
      	 
      
	
              12.2

            	
              are
      not parties to any contract entered into otherwise than in the ordinary
      and usual course of business or any contract of an onerous or long-term
      nature (exceeding a 12 month period);

            
	 
      	 
      	 
      
	
              12.3

            	
              have
      not delegated any powers under a power of attorney which remains in
      effect;

            
	 
      	 
      	 
      
	
              12.4

            	
              have
      not by reason of any default by it in any of their obligations become
      bound or liable to be called upon to repay prematurely any loan capital or
      borrowed moneys;

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              12.5

            	
              are
      not a party to any agreement which is or may become terminable as a result
      of the entry into or completion of this Agreement;

            
	 
      	 
      	 
      
	
              12.6

            	
              have
      not entered into or are bound by any guarantee or indemnity under which
      any liability or contingent liability is outstanding;

            
	 
      	 
      	 
      
	
              12.7

            	
              are
      not and have not agreed to become, a member of any joint venture,
      consortium, partnership or other unincorporated association; are not and
      have not agreed to become, a party to any agreement or arrangement for
      participating with others in any business sharing commissions or other
      income;

            
	 
      	 
      	 
      
	
              12.8

            	
              are
      not parties to any agency, distributorship, marketing, purchasing,
      manufacturing or licensing agreement or arrangement or any agreement or
      arrangement of any nature whatsoever which restricts their freedom to
      carry on their business in any part of the world in any manner;
      and

            
	 
      	 
      	 
      
	
              12.9

            	
              have
      not and will not at any time prior to Completion sell or otherwise dispose
      of any shares or assets in circumstances such that they are, or may be,
      still subject to any liability (whether contingent or otherwise) under any
      representation, warranty or indemnity given or agreed to be given on or in
      connection with such sale or disposal.

            
	 
      	 
      	 
      
	
              13.

            	
              Book
      debts

            
	 
      	 
      	 
      
	 
      	
              Save
      as disclosed in the Accounts, none of the book debts which are included in
      the Accounts or which have subsequently arisen have been outstanding for
      more than 3 months from their due dates for payment and each such debt has
      realised or will realise in the normal course of collection its full value
      as included in the Accounts or in the books of the Target Companies after
      taking into account any provision for such debt made in the
      Accounts.

            
	 
      	 
      	 
      
	
              14.

            	
              Insurance

            
	 
      	 
      	 
      
	
              14.1

            	
              All
      insurable risks of the Target Companies have been duly and properly
      insured with such coverage as the Target Companies deemed
      adequate.

            
	 
      	 
      	 
      
	
              14.2

            	
              The
      particulars of the insurances of the Target Companies set out in the
      Disclosure Letter are true, complete and accurate.

            
	 
      	 
      	 
      
	
              14.3

            	
              In
      respect of all such insurances:

            
	 
      	 
      	 
      
	 
      	
              14.3.1

            	
              all
      premiums have been duly paid to date;

            
	 
      	 
      	 
      
	 
      	
              14.3.2

            	
              all
      the policies are in force and are not voidable on account of any act,
      omission or non-disclosure on the part of the insured party;
      and

            
	 
      	 
      	 
      
	 
      	
              14.3.3

            	
              none
      of the insurance policies is subject to any special or unusual terms or
      restrictions or to the payment of any premium in excess of the usual
      rate.

            
	 
      	 
      	 
      
	
              14.4

            	
              The
      Target Companies have not made any claim on its insurers, nor have any
      circumstances arisen which may give rise to any claim, which (in either
      case) could have the effect of causing future premiums to be higher than
      would otherwise be the case.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              15.

            	
              Title to and condition
      of assets and net asset value

            
	 
      	 
      	 
      
	
              15.1

            	
              All
      assets (including all intangible assets) owned held or used by the Target
      Companies:

            
	 
      	 
      	 
      
	 
      	
              15.1.1

            	
              are
      legally and beneficially owned by the Target Companies free from any
      Encumbrance;

            
	 
      	 
      	 
      
	 
      	
              15.1.2

            	
              are
      in the possession or under the exclusive control of the Target Companies;
      and

            
	 
      	 
      	 
      
	 
      	
              15.1.3

            	
              are
      situated in its respective country of incorporation.

            
	 
      	 
      	 
      
	
              15.2

            	
              There
      is no Encumbrance on, over or affecting the whole or any part of the
      undertaking or assets of the Target Companies and there is no agreement or
      commitment to give or create any Encumbrance and no claim has been made by
      any person to be entitled to any Encumbrance.

            
	 
      	 
      	 
      
	
              15.3

            	
              The
      Target Companies have not received any sum, property or benefit the
      payment or transfer of which is liable to be avoided, or which is liable
      to be recovered from it, under any rule or law and does not hold any sum,
      property or right as trustee or constructive trustee.

            
	 
      	 
      	 
      
	
              15.4

            	
              The
      assets owned by the Target Companies comprise all the assets necessary to
      enable such company to carry on its business fully and effectively in the
      ordinary course, as carried on up to the present time and no such assets
      are used wholly or partly for any purpose other than the business of such
      company.

            
	 
      	 
      	 
      
	
              15.5

            	
              All
      assets owned or used by the Target Companies which are subject to a
      requirement of licensing or registration of ownership possession or use
      are duly licenced or registered in the sole name of that company and that
      such licences are not in the process of being or have not been revoked by
      the relevant authorities.

            
	 
      	 
      	 
      
	
              15.6

            	
              All
      vehicles owned or used by the Target Companies (including without
      limitation company vehicles used by any of its employees) are registered
      in the sole name of that company and are duly licenced and insured for all
      purposes for which they are used, all registration documents relating
      thereto are in the possession of that company, and all necessary goods
      vehicle operators’ licences are held by that company, and that all such
      licences as mentioned aforesaid are not in the process of being or have
      not been revoked by the relevant authorities.

            
	 
      	 
      	 
      
	
              15.7

            	
              The
      assets registers of the Target Companies comprise a complete and accurate
      record of all plant, machinery, equipment and vehicles owned, held or used
      by that company and are capable of being reconciled in respect of each
      item with the book values of such assets in the accounting records of that
      company.

            
	 
      	 
      	 
      
	
              15.8

            	
              All
      plant, machinery, equipment and vehicles owned or used by the Target
      Companies are in good and safe repair and condition having regard to their
      age, have been regularly and properly maintained and are in working order
      and none are in a dangerous or (in the case of vehicles) unroadworthy
      condition or in need of renewal or replacement.

            
	 
      	 
      	 
      
	
              15.9

            	
              Maintenance
      contracts are in full force and effect in respect of all assets of the
      Target Companies which it is normal or prudent to have maintained by
      independent or specialist contractors and in respect of all assets which
      the Target Companies is obliged to maintain or repair under any hire
      purchase, leasing, rental, insurance or other
agreement.

            
	 
      	 
      	 
      
	
              16.

            	
              Compliance with leases
      and other agreements

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      	
              16.1

            	
              The
      terms of all leases, tenancies, licences, concessions, agencies,
      franchises and agreements of whatsoever nature (including without
      limitation the agreements set out in the Disclosure Letter) to which the
      Target Companies are parties have been duly complied
      with.

            
	 
      	 
      
	
              16.2

            	
              No
      such lease, tenancy, licence, concession, agency, franchise or agreement
      will become subject to avoidance, revocation or be otherwise
      affected upon or in consequence
      of the making or implementation of this Agreement.

            
	 
      	 
      
	
              16.3

            	
              True
      and complete copies of all such leases, tenancies, licences, concessions,
      agencies, franchises and agreements have been delivered by the Vendor to the
      Purchaser.

            
	 
      	 
      
	
              17.

            	
              Statutory and other
      requirements, consents and licences

            
	 
      	 
      
	
              17.1

            	
              The
      Target Companies have carried on its business in accordance with the laws
      of  the PRC or elsewhere and so far as the Vendor is aware in
      any relevant country.  There is no investigation or enquiry by,
      or order, decree or judgment of, any court or any governmental agency or
      regulatory body outstanding or anticipated against that Target Company or
      which may have a material adverse effect upon its assets or
      business.

            
	 
      	 
      
	
              17.2

            	
              All
      statutory and other requirements applicable to the carrying on of the
      business of the Target Companies as now carried on, and all conditions
      applicable to any licences and consents involved in the carrying on of
      such business, have been complied with and the Vendor is not aware of any
      breach thereof or of any intended or contemplated refusal or revocation of
      any such licence or consent.

            
	 
      	 
      
	
              18.

            	
              Books and
      records

            
	 
      	 
      
	
              18.1

            	
              The
      statutory records, registers and books and the books of account of the
      Target Companies are duly entered up and maintained in accordance with all
      legal requirements applicable thereto and contain true, full and accurate
      records of all matters required to be dealt with therein and all such
      books and all records and documents (including documents of title) which
      are its property, in its possession or under its control and all accounts,
      documents and returns required to be delivered or made to the competent
      authorities in Singapore, the PRC or elsewhere in this
      world  (as the case may be) or other similar officer elsewhere
      in the world have been duly and correctly delivered or
    made.

            
	 
      	 
      
	
              18.2

            	
              The
      Target Companies have not received any notice of any application or
      intended application under the relevant legislation for the rectification
      of the Target Companies’ statutory records, registers and/or
      books.

            
	 
      	 
      
	
              18.3

            	
              All
      charges in favour of the Target Companies have (if appropriate) been
      registered in accordance with the provisions of the Companies Act (or
      equivalent legislation in the relevant jurisdiction).

            
	 
      	 
      
	
              19.

            	
              Options on share capital

            
	 
      	 
      
	
              19.1

            	
              No
      unissued shares of the Target Companies are under option or agreed
      conditionally or unconditionally to be placed under option or created or
      issued.

            
	 
      	 
      
	
              19.2

            	
              There
      is no option, right to acquire, mortgage, charge, pledge, lien or other
      form of security or encumbrance on, over or affecting the shares in the
      Target Companies and there is no agreement or commitment to give or create
      any of the foregoing.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      
	
              20.

            	
              Properties

            
	 
      	 
      
	
              20.1

            	
              The
      Target Companies have paid the rent and observed and performed the
      covenants on the part of the tenant and the conditions contained in any
      leases (which expression in this paragraph 20 includes underleases) under
      which the Properties are held and the last demand (or receipts for rent if
      issued) were unqualified.

            
	 
      	 
      
	
              20.2

            	
              All
      licences, consents and approvals required from the landlords and any
      superior landlords under any leases of the Properties have been obtained,
      and the covenants on the part of the tenant contained in the licences,
      consents and approvals have been duly performed and
    observed.

            
	 
      	 
      
	
              20.3

            	
              There
      are no rent reviews under the leases of the Properties held by the Target
      Companies in progress.

            
	 
      	 
      
	
              20.4

            	
              No
      obligation necessary to comply with any notice or other requirement given
      by the landlord under any leases of the Properties is outstanding and
      unobserved and unperformed.

            
	 
      	 
      
	
              20.5

            	
              There
      is no obligation to reinstate the Properties by removing or dismantling
      any alteration made to it by the Target Companies or any predecessor in
      title to the Target Companies.

            
	 
      	 
      
	
              21.

            	
              Corporate
      Matters

            
	 
      	 
      
	
              21.1

            	
              The
      Target Companies have been duly incorporated and is validly existing and
      is not in receivership or liquidation, it has taken no steps to enter into
      liquidation and the Vendor is not aware of any petition being presented
      for winding up of the Target Companies and the Vendor is not aware of any
      grounds on which a petition or application could be based for the winding
      up or appointment of a receiver of the Target
Companies.

            
	 
      	 
      
	
              21.2

            	
              The
      Vendor is the legal and beneficial owners of the Sale Shares free and
      clear of any Encumbrance and there is no outstanding call on any of the
      Sale Shares and all of the Sales Shares are fully paid.

            
	 
      	 
      
	
              21.3

            	
              The
      Target Companies do not have and has never had any place of business or
      branch or permanent establishment outside its respective jurisdiction of
      incorporation.

            
	 
      	 
      
	
              21.4

            	
              The
      Target Companies have not reduced, repaid or purchased any of its share
      capital, and there are no options or other agreements outstanding which
      call for the issue of or accord to any person the right to call for the
      issue of any shares in the capital of the Target Companies or the right to
      require the creation of any Encumbrance over any shares in its share
      capital.

            
	 
      	 
      
	
              21.5

            	
              The
      Target Companies have complied with their constitutive documents in all
      respects and none of the activities, agreements, commitments or rights of
      the Target Companies is ultra vires or
      unauthorised.

            
	 
      	 
      
	
              21.6

            	
              All
      governmental approvals, licences and authorisations which were necessary
      or desirable in connection with the incorporation of the Target Companies,
      the allotment or transfer of shares in the Target Companies to the present
      and former holders thereof and the activation of the Target Companies
      (including the appointment of directors) were duly obtained and such
      approvals, licences and authorisations (and of all amendments and
      supplements thereto) have been disclosed to the
  Purchaser.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              22.

            	
              Fees, Commissions and
      Brokerage

            
	 
      	 
      
	
              22.1

            	
              No
      person is entitled to recover from the Target Companies any finders fees,
      brokerage or other commission in connection with the sale and purchase of
      the Sale Shares and Assets under this Agreement.

            
	 
      	 
      
	
              22.2

            	
              No
      claim or demand for payment of commission, legal or accountancy fees or
      other payments has been or will be made against the Target Companies by
      any person directly or indirectly in connection with the negotiations
      leading to this Agreement.

            
	 
      	 
      
	
              23.

            	
              Computers and Computer
      Systems

            
	 
      	 
      
	
              23.1

            	
              All
      the computers and computer systems owned by the Target Companies or used
      by or on behalf of the Target Companies (including software, peripherals,
      communications links and storage
media):

            


    

     

    
      	 
      	 
      	 
      
	 
      	
              23.1.1

            	
              are
      in full operating order and are fulfilling the purposes for which they
      were acquired or are established in an efficient manner without material
      downtime or errors;

            
	 
      	 
      	 
      
	 
      	
              23.1.2

            	
              have
      adequate capacity for the Target Companies’ present
  needs;

            
	 
      	 
      	 
      
	 
      	
              23.1.3

            	
              have
      adequate security, back-ups, duplication, hardware and software support
      and maintenance (including emergency cover) and trained personnel to
      ensure:

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              that
      breaches of security, errors and breakdowns are kept to minimum;
      and

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              that
      no material disruption will be caused to the business of the Target
      Companies or any material part thereof in the event of a breach of
      security, error or breakdown;

            
	 
      	 
      	 
      
	 
      	
              23.1.4

            	
              are
      properly documented by written technical descriptions and manuals so as to
      enable them to be used and operated by any reasonably qualified personnel;
      and

            
	 
      	 
      	 
      
	 
      	
              23.1.5

            	
              are
      under the sole control of that Target Company, owned or leased by the
      Company, are not shared with or used by or on behalf of or accessible by
      any other person and (save for software licensed to that Target Company)
      are owned by that Target Company.

            
	 
      	 
      	 
      
	
              23.2

            	
              All
      software used on or stored or resident in the said computers or computer
      systems:

            
	 
      	 
      	 
      
	 
      	
              23.2.1

            	
              performs
      efficiently in accordance with its specification and does not contain any
      defect or feature which may adversely affect its performance or the
      performance of any other software in the future or in any future
      circumstances;

            
	 
      	 
      	 
      
	 
      	
              23.2.2

            	
              is
      lawfully held and used and does not infringe the copyright or other
      Intellectual Property of any person and all copies held have been lawfully
      made; and

            
	 
      	 
      	 
      
	 
      	
              23.2.3

            	
              as
      to the copyright therein:

            


    

    
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              in
      the case of software written or commissioned by the Target Companies, is
      owned exclusively by that Target Company, no other person has rights
      therein or rights to use or copies of the software or source codes, and
      complete
      written listings and written copies of the source codes for the software
      are held by that Target
Company;

            


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              in
      the case of standard package software purchased outright, is licensed to
      the Target Companies on an express or implied licence which does not
      require that Target Company to make any further payments, is not
      terminable without the consent of that Target Company and which imposes no
      material restrictions on the use or transfer of the software;
      and

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              in
      the case of all other software, is licensed to the Target Companies on the
      terms of a written licence (a true and complete copy of which is annexed
      to the Disclosure Letter) which requires payment by the Target Companies
      of a fixed annual licence fee at a rate not exceeding that paid in the
      financial year ended on the Accounts Date but (save for reasonable fees
      for software support) requires that the Target Companies to make no
      further or other payment, is not terminable (save for failure to pay the
      licence fee) without the consent of the Target Companies and imposes no
      material restrictions on the use or transfer of the
    software.

            


    

    
      	 
      	 
      
	
              23.3

            	
              No
      software owned by or licensed to the Target Companies is used by or
      licensed or sub-licensed by that company to any other
    person.

            
	 
      	 
      
	
              23.4

            	
              All
      records and data stored by electronic means are capable of ready access
      through the present computer systems of the Target
    Companies.

            
	 
      	 
      
	
              23.5

            	
              No
      person is in a position, by virtue of his rights in, knowledge of or
      access to any of the computer systems used by the Target Companies or any
      part of them (including software) or to demand any payment in excess of
      any current licence fee or in excess of reasonable remuneration for
      services rendered, or to impose any onerous condition, in order to
      preserve the proper and efficient functioning of the computer systems in
      the future.

            
	 
      	 
      
	
              23.6

            	
              The
      appropriate employees are adequately trained to enable them to use and
      operate the computer systems owned or used by the Target Companies
      (including software, peripherals and storage media) to the full extent of
      the capabilities of those systems without material assistance from any
      other person.

            
	 
      	 
      
	
              24.

            	
              Environmental
      Matters

            
	 
      	 
      
	
              24.1

            	
              The
      Target Companies have at all times complied with the applicable
      environmental legislation and so far as the Vendor is aware there is
      nothing in, on, over or under the Properties the presence, existence or
      condition of which constitutes a breach of the environmental legislation
      nor is there or has there been any
      manufacturing, storage, generation, servicing, treatment, disposal or
      other process carried on at the Properties in such a way as to amount to a
      breach of the same.

            
	 
      	 
      
	
              24.2

            	
              No
      complaints have been received from any third party (including any employee
      of any Target Company or government body) with regard to the Properties
      and the Vendor is not aware of any circumstances which may lead to any
      such complaint.

            
	 
      	 
      
	
              24.3

            	
              So
      far as the Vendor is aware, no toxic industrial waste or toxic substance
      (as defined in any of the environmental legislation) has been split,
      released, discharged or disposed in the soil or water in, under upon the
      Properties.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	
              25.

            	
              Banking and
      Finance

            
	 
      	 
      
	
              25.1

            	
              The
      Target Companies do not have any bank account (whether in credit or
      overdrawn) other than its current account at the banks disclosed or
      referred to in the Disclosure Letter and details of that account,
      including the overdraft limit thereon, and a copy of the relevant bank
      mandate are set out in the Disclosure Letter and there have been no
      payments out of or drawings against the said account except for payment in
      the ordinary and proper course of business, and the balance on that
      account is not now substantially different from the balance stated in the
      Disclosure Letter.

            
	 
      	 
      
	
              25.2

            	
              The
      Target Companies do not have any liabilities in the nature of borrowings
      or in respect of debentures or negotiable instruments other than cheques
      drawn in the ordinary course of business on the bank account referred to
      in paragraph 25.1 above and is not a party to any loan agreement, facility
      letter or other agreement for the provision of credit or financing
      facilities to that Target Company or any agreement for the sale, factoring
      or discounting of debts.

            
	 
      	 
      
	
              25.3

            	
              No
      circumstances have arisen which could now (or which could with the giving
      of notice or lapse of time or both) entitle a provider of finance to the
      Target Companies (other than on a normal overdraft facility) to call in
      the whole or any part of the monies advanced or to enforce his security,
      and no provider of finance to the Target Companies on overdraft facility
      has demanded repayment or indicated that the existing facility will be
      withdrawn or reduced or not renewed or that any terms thereof will be
      altered to the disadvantage of the Target Companies.

            
	 
      	 
      
	
              25.4

            	
              The
      Target Companies’ borrowings may be repaid by it at any time at no more
      than one (1) months’ notice and without any premium or penalty (howsoever
      called) on repayment.

            
	 
      	 
      
	
              25.5

            	
              Save
      for the leasing and hire purchase agreements disclosed in the relevant
      Accounts and the Disclosure Letter, the Target Companies have not engaged
      in any borrowing or financing transaction or arrangement which does not
      appear as borrowings in the Accounts.

            
	 
      	 
      
	
              25.6

            	
              Save
      as disclosed in the Disclosure Letter and approved by the Purchaser in
      writing, neither the Target Companies nor any other person has given or
      undertaken to give any security or guarantee for any liability of the
      Target Companies.

            
	 
      	 
      
	
              25.7

            	
              The
      Target Companies have not given or undertaken to give any security or
      guarantee for any liability of any person.

            
	 
      	 
      
	
              26.

            	
              Contracts

            
	 
      	 
      
	
              26.1

            	
              None
      of the contracts or purported contracts of the Target Companies is void,
      voidable or unenforceable by any of them. The Target Companies are not in
      breach of any of its contractual obligations and no other party to any
      contract to which the Target Companies is a party is in breach of that
      contract or is unlikely to be able or willing to fulfil its contractual
      obligations.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      
	
              26.2

            	
              No
      event or omission has occurred or been permitted to arise which would
      entitle any third party to terminate prematurely any contract to which the
      Target Companies are parties or call in any money or enforce any
      obligation before the date on which payment or performance would normally
      be due.

            
	
              26.3

            	
              The
      Target Companies have complete and accurate records of the terms of all
      contracts to which it is a party or by which it is bound and true, correct
      and complete copies of all such contracts have been delivered to the
      Purchaser.

            
	 
      	 
      
	
              26.4

            	
              The
      material contracts entered into by the Target Companies are listed in the
      Disclosure Letter.

            
	 
      	 
      
	
              27.

            	
              Customers and
      Suppliers

            
	 
      	 
      
	
              27.1

            	
              The
      loss of any single supplier to or customer of the Target Companies would
      not have a material effect on its business.

            
	 
      	 
      
	
              27.2

            	
              To
      the best of the knowledge of the Vendor, they are not aware that after
      Completion (whether by reason of an existing agreement or arrangement or
      otherwise) or as a result of the proposed acquisition of the Sale Shares
      by the Purchaser:

            


    

    
      	 	 	 
	 
      	
              27.2.1

            	
              any
      supplier of the Target Companies will cease supplying the Target Companies
      or may substantially reduce its supplies to the Target
      Companies;

            
	 
      	 
      	 
      
	 
      	
              27.2.2

            	
              any
      material customer of the Target Companies will cease to deal with the
      Target Companies or may substantially reduce its existing level of
      business with the Target Companies; or

            
	 
      	 
      	 
      
	 
      	
              27.2.3

            	
              any
      officer or senior employee of the Target Companies will
    leave.

            


    

    
      	 
      	 
      
	
              28.

            	
              Product
      Liabilities

            
	 
      	 
      
	
              28.1

            	
              Save
      for any condition or warranty implied by law or given in the ordinary
      course of business, the Target Companies have not given any guarantee,
      condition or warranty or made any representation in respect of goods or
      services supplied or contracted to be supplied by it or accepted any
      obligation which could give rise to any liability after any such goods or
      services have been supplied by it.

            
	 
      	 
      
	
              28.2

            	
              The
      Target Companies have not agreed to take back any defective goods or to
      effect repairs to any goods free of charge or otherwise or to issue a
      credit note or to write off or reduce indebtedness in excess of S$20,000
      in respect of any goods or services supplied by it.

            
	 
      	 
      
	
              28.3

            	
              The
      Target Companies do not have any reason to believe that any line of goods
      currently in stock any material proportion thereof is not or will not
      prove to be of merchantable quality and fit for its
    purpose.

            
	 
      	 
      
	
              28.4

            	
              The
      Target Companies has not received notice of any claim which remains
      outstanding alleging any defect in or lack of fitness for purpose of any
      goods supplied by it, nor are there any circumstances which could give
      rise to any such claim.

            
	 
      	 
      
	
              28.5

            	
              The
      Target Companies have not supplied any goods, and do not have any goods in
      stock, which are or were dangerous or injurious to health or likely to
      cause loss or damage (if used in accordance with instructions, issued
      specifications and safety manuals) or which it would be illegal to supply
      or use or have any defect in it.

            
	 
      	 
      
	
              28.6

            	
              The
      Target Companies have not received notice of any claim which remains
      outstanding alleging the failure to perform either properly or at all any
      services performed or to be performed
      by the Target Companies nor are there any circumstances which could give
      rise to any such claim.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	 
      	 
      
	
              29.

            	
              Licences
      and Approvals

            
	 
      	 
      
	
              29.1

            	
              The
      Target Companies have all the licences, approvals and permits (including
      without limitation licences to operate telecommunications systems and
      networks) from the competent authorities that are necessary or desirable
      for the carrying on of its business; and that all such licences, approvals
      and permits are still proper and valid and are not in the process of being
      or have not been revoked.

            
	 
      	 
      
	
              29.2

            	
              The
      Target Companies are not in breach of the terms and conditions, rules and
      guidelines relating to the grant, continued use or renewal of such
      licences, approvals and permits, and the Vendor is not aware of any reason
      why any of them should be suspended, cancelled, refused, revoked or not
      renewed.

            
	 
      	 
      
	
              30.

            	
              Insolvency

            
	 
      	 
      
	
              30.1

            	
              No
      order has been made or petition or other application presented or
      resolution passed for the winding-up, judicial management or
      administration of the Target Companies, nor are there any grounds on which
      any person would be entitled to have the Target Companies wound up or
      placed under judicial management or in administration, nor has any person
      threatened to present such a petition or convened or threatened to convene
      a meeting of the Target Companies to consider a resolution to wind up the
      Target Companies or any other resolutions, nor has any such step been
      taken in relation to the Target Companies under the law relating to
      insolvency or the relief of debtors in any part of the
    world.

            
	 
      	 
      
	
              30.2

            	
              No
      distress, execution or other process has been levied on any asset owned or
      used by the Target Companies, nor has any person threatened any such
      distress, execution or other process, whether in Singapore or in any of
      the world.

            
	 
      	 
      
	
              30.3

            	
              No
      person has appointed or threatened to appoint or become entitled to
      appoint a receiver or receiver and manager or other similar officer of the
      Target Companies’ business or assets or any part of
  them.

            
	 
      	 
      
	
              30.4

            	
              The
      Target Companies have not ceased trading or stopped payment to its
      creditors and there are no grounds on which such company could be found to
      be unable to pay its debts for the purposes of section 254 of the
      Companies Act (or the equivalent in the relevant
      jurisdiction).

            
	 
      	 
      
	
              31.

            	
              Intellectual
      Property

            
	 
      	 
      
	
              31.1

            	
              Save
      as specified in the Disclosure Letter, the Target Companies are not
      parties to any user, licence, know-how, information or assistance or
      development agreement which relates to their business, or are under any
      liability to pay royalties in respect of any such
  matter.

            
	 
      	 
      
	
              31.2

            	
              Save
      as contemplated in this Agreement, all Singapore, PRC or foreign patents,
      registered designs, know-how or trade secrets, copyrights, trade marks, or
      similar intellectual property rights, (whether registered or not), and all
      pending applications therefor, which are or are likely to be material to
      the business of the Target Companies are (or where appropriate in the case
      of pending applications will be):

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	
              (i)

            	
              legally
      and beneficially vested in the Target Companies;

            
	 	 	 
	 
      	
              (ii)

            	
              valid
      and enforceable;

            
	 
      	 
      	 
      
	 
      	
              (iii)

            	
              not
      being infringed or attacked or opposed by any person;
  and

            
	 
      	 
      	 
      
	 
      	
              (iv)

            	
              not
      subject to any licence or authority in favour of
  another.

            
	 
      	 
      	 
      
	
              31.3

            	
              To
      the best of the knowledge, information and belief of the Vendor, the
      processes employed and the products and services provided by the Target
      Companies do not use, embody or infringe any Singapore, PRC or foreign
      patents, registered designs, know-how or trade secrets, copyrights, trade
      marks or similar intellectual property rights (whether registered or not)
      and no claims have been made and no applications are pending of which it
      is aware which if pursued or granted might be material
      thereto.

            


    

    


    
    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

     

     

     

    APPENDIX
I

    


    FORM
OF DISCLOSURE LETTER

    


    Date:

    


    ENZER
CORPORATION LIMITED

     Block
4012 Ang Mo Kio Ave 10,

    #06-08,
TECHPlace I,

    Singapore
569628

    


    Attn :
[●]

    


    Dear
Sirs,

    


    
      SALE
AND PURCHASE AGREEMENT DATED [●] 2007 ENTERED INTO BETWEEN TAN KEE CHEN AS
VENDOR AND ENZER CORPORATION LIMITED AS PURCHASER (THE “AGREEMENT”)

      


    

    


    
      	
              DISCLOSURE
      LETTER

            
	 
      	 
      	 
      
	
              A.

            	
              This
      letter ("Letter")
      is the disclosure letter referred to in Clauses 4.1 and 5.1 of the
      Agreement.

            
	 
      	 
      	 
      
	
              B.

            	
              The
      information and material contained or referred to in this Letter or any of
      the documents attached to this Letter (such documents being the “Disclosure Bundle") are
      the disclosures (the “Disclosures” and each
      one the “Disclosure”) made by us
      in respect of the Warranties.  Where any conflict arises between
      the contents of any document in the Disclosure Bundle and the information
      contained in this Letter, the information contained in this Letter shall
      prevail.

            
	 
      	 
      	 
      
	
              Interpretation

            
	 
      	 
      	 
      
	
              C.

            	
              By
      way of interpretation of this Letter:

            
	 
      	 
      	 
      
	 
      	
              1.

            	
              unless
      otherwise specified, words and expressions defined in the Agreement shall
      have the same meanings in this Letter; and

            
	 
      	 
      	 
      
	 
      	
              2.

            	
              references
      in this Letter to Document numbers are references to the Documents listed
      in Disclosure Bundle.

            
	 
      	 
      	 
      
	
              Disclosures in
      relation to Clause [●] of the Agreement

            
	 
      	 
      	 
      
	
              D.

            	
              [●]

            	 
      
	 
      	 
      	 
      
	
              Disclosures in
      relation to Clause [●] of the Agreement

            
	 
      	 
      	 
      
	
              E.

            	
              [●]

            	 
      


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Disclosures in
      relation to Schedule 1 of the Agreement

            
	 
      	 
      	 
      
	
              F.

            	
              Without
      limiting the preceding paragraphs of this Letter, the specific Disclosures
      made in relation to the specific Warranties in Schedule 1 of the Agreement
      are set out herein. For convenience, the paragraph numbers below
      correspond to those in Schedule 1 of the Agreement.

            
	 
      	 
      	 
      
	 
      	
              1.

            	
              Paragraph
      [●]

            
	 
      	 
      	 
      
	 
      	 	
              [●]

            
	 
      	 
      	 
      
	 
      	
              2.

            	
              Paragraph
      [●]

            
	 
      	 
      	 
      
	 
      	 	
              [●]

            
	 
      	 
      	 
      
	
              Disclosures
      (Miscellaneous)

            
	 
      	 
      	 
      
	
              G.

            	
              [●]

            	 
      


    

    


    


    Please
acknowledge receipt of this Letter by signing and returning the duplicate copy
of it.

    


    


    Yours
faithfully,

    


    


    


    ____________________________________

    Tan Kee
Chen

    


    enc

    


    
      


    

    ACKNOWLEDGEMENT

    


    Receipt
of this Letter, and its attachments, is acknowledged by us and the contents of
this Letter are accepted on the terms set out in it.

    


    


    
      	
              Dated:

            	
              2007

            


    

    


    Yours
faithfully,

    


    


    


    __________________________________

    Name
:

    Designation
:

    For and
on behalf of

    Enzer
Corporation Limited

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    IN WITNESS WHEREOF the
parties hereto have
set their hands the day and year first
abovewritten.

    


    
      	
              THE
      VENDOR

            	 
      
	 
      	 
      
	
              Signed
      by

            	
              /s/
      Tan Kee Chen

            
	
              Tan
      Kee Chen

            	
              )

            
	
              Passport
      No: XXXXXXXXX

            	
              )

            
	
              NRIC
      No. XXXXXXXXX

            	
              )

            
	 
      	 
      
	
              in
      the presence of

            	
              )

            
	
              Name:

            	
              )

            
	
              Passport
      No:

            	
              )

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              THE
      PURCHASER

            	 
      
	 
      	 
      
	
              Signed
      by

            	
              /s/
      Low Shing Jin

            
	
              Name:
      Low Shing Jin

            	
              )

            
	
              NRIC
      / Passport No:

            	
              )

            
	
              for
      and on behalf of

            	
              )

            
	
              Enzer
      Corporation Limited

            	
              )

            
	 
      	 
      
	
              in
      the presence of

            	
              )

            
	
              Name:

            	
              )

            
	
              NRIC
      / Passport No:

            	
              )

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

     

    
      APPENDIX
II

      


      CONTRACTUAL
ARRANGEMENTS BETWEEN MOLONG AND MOPIE

    

     

     

     

     

     

     

    
      
        
        

      

      
        -40-