Agr for sale and purchase - share capital of Besteffort Investments


    EXHIBIT 10.3

     

     

    

      Dated
        the 18th
        day of September 2006

      


      


      


      HARTCOURT
        CAPITAL, INC.

      


      and

      


      


      GREAT
        FOCUS HOLDINGS LIMITED

      


       

      
        
          

        
AGREEMENT FOR SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL
        OF
        BESTEFFORT INVESTMENTS LIMITED

      
        
 

      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      THIS
        AGREEMENT
        is
        entered into on the 18th
        day of
        September 2006 in Shanghai.

      


      BETWEEN:

      


      (1)
        HARTCOURT
        CAPITAL, INC.,
        (the
“Vendor”);
        and


      


      (2)
        GREAT
        FOCUS HOLDINGS LIMITED (the
        “Purchaser”).

      


      WHEREAS:

      


      
        	
                1.

              	
                As
                  at the date of this Agreement, Besteffort Investments Limited (the
                  “Company”)
                  is a company with limited liability incorporated in the British
                  Virgin
                  Islands and has an authorized share capital of US$50,000 divided
                  into
                  50,000 shares of US$1.00 each, of which 10 shares have been issued
                  and are
                  fully paid or credited as fully paid.


              


      

      


      
        	
                2.

              	
                As
                  at the date of this Agreement, Hartcourt is the registered and
                  beneficial
                  owner of 10 shares, representing 100% of the issued share capital
                  of the
                  Company. 

              


      

      


      
        	
                3.

              	
                The
                  Vendor has agreed to sell and the Purchaser has agreed to purchase
                  the
                  entire issued share capital of the Company. (the “Sale
                  Interests”)

              


      

      


      THEREFORE,
        IT IS HEREBY AGREED BY THE VENDOR AND THE PURCHASER AS
        FOLLOWS:

      


      


      
        	
                1.

              	
                INFORMATION
                  ON THE COMPANY

              


      

      


      Within
        30
        business days upon executing this Agreement, the Vendor shall fully and truly
        present to the Purchaser all the documents related to operational, financial
        and
        legal status of the Company since its incorporation, including but not limit
        to:-

      


      
        	
                1.1

              	
                The
                  registration and incorporation documents of the Company, incl.
                  the
                  approvals from relevant BVI authorities; and


              


      

      


      
        	
                1.2

              	
                All
                  business licenses and seals of the Company; and


              


      

      


      
        	
                1.3

              	
                All
                  the operational, financial and legal documents since the Company’s
                  incorporation, including the contracts, agreements or other related
                  hereof
                  that have been executed or not yet executed; and
                  

              


      

      


      
        	
                1.4

              	
                As
                  at the date of this Agreement, the list of all the assets and liabilities
                  of the Company, including existing and contingent assets, rights,
                  liabilities and the status of the constraints of any rights that
                  might
                  have existed; and 

              


      

      


      
        	
                1.5

              	
                Any
                  other documents of the Company that the Purchaser requires.
                  

              


      

      


      
        	
                2.

              	
                REPRESENTATIONS
                  AND WARRANTIES BY THE
                  VENDOR

              


      

      


      The
        Vendor hereby represents and warrants to the Purchaser as follows:-

      


      
        	
                2.1

              	
                The
                  Company is duly incorporated and validly existing with limited
                  liability
                  and has obtained all the approvals and permits from relevant BVI
                  authorities at its inception. The Vendor is the only registered
                  and
                  beneficial owner of the issued share capital of the Company;
                  

              


      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      
        	
                2.2

              	
                The
                  Vendor has full rights, interests and controls in the 100% interest
                  in the
                  Company without any restrictions or constraints;
                  

              


      

      


      
        	
                2.3

              	
                The
                  Vendor assures that no third-party interest has been put again
                  the Sale
                  Interests such as pledge, lien, etc., and no litigation, arbitration
                  and
                  conflicts or disputes in respect of the Sale Interests stand thereon;
                  

              


      

      


      
        	
                2.4

              	
                The
                  list of assets and liabilities of the Company that the Vendor presents
                  are
                  real, complete and accurate, and as of the date of this Agreement,
                  all the
                  assets herein, including but not limit to all the inventories and
                  other
                  assets, etc. exist and are in the places as specified in the
                  list;

              


      

      


      
        	
                2.5

              	
                The
                  Vendor guarantees that all the operational and financial documents
                  of the
                  Company that will be presented to the Purchaser, truly, completely
                  and
                  accurately reflect the business and financial results of the Company
                  since
                  its incorporation;

              


      

      


      
        	
                2.6

              	
                The
                  Vendor, by executing this Agreement, does not breach any contract
                  or
                  agreement signed with any other party, or any covenant with legal
                  binding.
                  

              


      

      


      
        	
                3

              	
                REPRESENTATIONS
                  AND WARRANTIES BY THE
                  PURCHASER

              


      

      


      The
        Purchaser guarantees that it is a company duly incorporated and validly existing
        with limited liability in British Virgin Islands and has full rights and
        controls to purchase the Sale Interests in the Company. 

      


      
        	
                4

              	
                EXECUTION
                  DATE 

              


      

      


      The
        Vendor and the Purchaser hereby jointly agree that the signing date of this
        Agreement is the execution date of the sale and purchase of the Sale Interests
        in the Company. 

      


      
        	
                5

              	
                LIABILITIES
                  OF THE COMPANY 

              


      

      


      
        	
                5.1

              	
                Within
                  30 business days upon execution of this Agreement, the Vendor shall
                  rescind the employment contracts with all employees of the Company
                  (except
                  the employees that the Purchaser made in clear statement to retain),
                  and
                  the Company owned by the Purchaser after its fully control in the
                  Company
                  shall take no responsibility to hire any employee served for the
                  Company
                  before the execution of this
                  Agreement;

              


      

      


      
        	
                5.2

              	
                The
                  Company owned by the Purchaser after its fully control in the Company
                  shall take full responsibilities and liabilities of all assets
                  and
                  liabilities listed in the list of all assets and liabilities of
                  the
                  Company and existed before the Execution Date, which hereby was
                  presented
                  to the Purchaser by the Vendor. 

              


      

      


      
        	
                6

              	
                RIGHTS
                  AND OBLIGATIONS OF THE
                  SHAREHOLDER

              


      

      


      The
        Purchaser shall assume the responsibilities of all the rights and obligations
        as
        the shareholder of the Company since the Execution Date, which include but
        not
        limit to:-

      


      (1) Profit
        allocation rights and the voting rights;


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      (2)
        The
        unfulfilled rights and obligations of the Purchase upon the effect of this
        Agreement, which were covenanted in the “Agreement for Sale and Purchase of the
        Entire Issued Share Capital of Besteffort Investments Limited” dated November
        1st,
        2004,
        and other unfulfilled rights and obligations of the Purchase, which were
        covenanted in other contracts or agreements that the Purchaser as a party
        duly
        signed and executed before the effect of this Agreement. 

      


      
        	
                7

              	
                CONSIDERATION
                  

              


      

      


      
        	
                7.1

              	
                The
                  consideration for the sale and purchase of the Sale Interests shall
                  be
                  US$400,000 except otherwise agreed by both
                  parties.

              


      

      


      
        	
                7.2

              	
                The
                  Purchaser shall credit to the account designated by the Vendor
                  in full
                  amount of the consideration within 45 business days upon execution
                  of this
                  Agreement. 

              


      

      


      
        	
                8

              	
                CHANGE
                  OF THE BOARD OF DIRECTORS

              


      

      


      
        	
                8.1

              	
                Upon
                  the execution of this Agreement, the Vendor shall present written
                  resolution specifying the resignation of Yungeng Hu as the director
                  of the
                  Company;

              


      

      


      
        	
                8.2

              	
                Upon
                  the execution of this Agreement, the Purchase shall nominate the
                  new
                  directors of the Board of the
                  Company.

              


      

      


      
        	
                9

              	
                REGISTRATION
                  OF THE SALE AND PURCHASE OF THE SALE INTERESTS IN THE
                  COMPANY

              


      

      


      Upon
        the
        execution of this Agreement, the Vendor shall assist the Purchase to apply
        for
        the registration of the sale and purchase of the Sale Interests and the change
        of the Board of the Company, etc. with BVI government. 

      


      
        	
                10

              	
                HANDOVER
                  OF THE BUSINESS OF THE
                  COMPANY

              


      

      


      
        	
                10.1

              	
                Upon
                  the execution of this Agreement, the Vendor shall cease all the
                  business
                  activities of the Company except otherwise covenanted in this Agreement
                  herein and the activities to maintain the continuance of the
                  business;

              


      

      


      
        	
                10.2

              	
                Before
                  the completion of the handover, the Vendor has the obligations
                  to maintain
                  the assets of the Company to avoid the devaluation or damage to
                  the
                  assets;

              


      

      


      
        	
                10.3

              	
                Within
                  30 business days upon the execution of this Agreement, the Vendor
                  and the
                  Purchase shall complete the handover of the business of the Company.
                  The
                  Vendor shall guarantee the corporate secretary of the Company to
                  handover
                  all the documents to the Purchaser, including but not limit to
                  financial
                  and legal documents, business license, bank accounts and company
                  seal,
                  etc., and the Purchaser shall assign management staff to manage
                  the
                  business of the Company and has the obligations to assign staffs
                  to assist
                  the Vendor in completing all the aforesaid
                  works.

              


      

      


      
        	
                10.4

              	
                Before
                  the completion of the handover, the Company shall cease all the
                  financial
                  expenditure except those for maintaining the continuance of the
                  business.
                  

              


      

      


      
        	
                10.5

              	
                After
                  the completion of the handover, the Purchaser shall take full
                  responsibility to decide and bear all the financial expenditure
                  of the
                  Company.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      
        	
                11

              	
                BREACH
                  OF THE AGREEMENT 

              


      

      


      Provided
        that the Purchaser fails to pay the Vendor full consideration amount before
        the
        agreed payment date, an interest at 0.05% per day shall be accrued to the
        due
        amount and paid by the Purchaser to the Vendor. 

      


      Either
        the Vendor or the Purchaser, when fails to fulfill its obligations specified
        in
        this Agreement without legal reasons, shall assume the liabilities of breach
        to
        non-breaching party.

      


      
        	
                12

              	
                EFFECTIVENESS

              


      

      


      
        	
                12.1

              	
                This
                  Agreement will be effective immediately upon duly signed by both
                  parties;

              


      

      


      
        	
                12.2

              	
                Any
                  amendments to this Agreement shall be approved by both parties
                  in written
                  consent;

              


      

       

      
        	13	
                DISPUTE
                  SETTLEMENT 

              


      

      


      Any
        dispute, controversy or claim arising out of or relating to this Agreement,
        shall be settled by negotiation and discussion between both parties in good
        faith. In the event that the dispute, controversy or claim cannot be solved,
        this dispute, controversy or claim, as any parties requires, and after informing
        the other parties, shall be submitted and settled by China International
        Economic and Trade Arbitration Commission, Shanghai Branch. Arbitration Rules
        will be final, and will be binding on the Vendor and the Purchaser.


      


      
        	14	
                MICELLANEOUS

              


      

      


      This
        Agreement will be in two original copies, one copy with each party, and each
        copy shall be deemed as equally authentic. 


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      IN
        WITNESS
        whereof
        this Agreement has been duly executed by both parties hereto the day and
        year
        first above written.

      


      


      


      SIGNED
        by

      for
        and
        on behalf of 

      

        /S/
          HARTCOURT
          CAPITAL, INC. 

      

      HARTCOURT
        CAPITAL, INC. 

      


      


      


      


      SIGNED
        by

      for
        and
        on behalf of 

      

        /S/
          GREAT
          FOCUS HOLDINGS LIMITED

      

      GREAT
        FOCUS HOLDINGS LIMITED

       

       

      6