Exhibit 10.1


 


Dated the 19th day of December 2017


 


 


SNG
KHENG SIM


 


and


 


MARTIN
CRAIG JOHN


 


and


 


SUNSHINE
BUILDER LIMITED


 


(as
Vendors)


 


and


  


SHARING
ECONOMY INVESTMENT LIMITED


(as
Purchaser)


 





 



 


SALE
AND PURCHASE AGREEMENT


in
respect of 80% of the issued share capital of


ANYWORKSPACE
LIMITED


 





 



 






     


     


    

 


TABLE
OF CONTENTS


 


	Clause	 	Headings	 	Page
	1.    	 	 DEFINITIONS
    AND INTERPRETATION	 	2
	2.  	 	 SALE
    AND PURCHASE OF SALE SHARES	 	5
	3.   	 	CONSIDERATION	 	5
	4.   	 	CONDITIONS
    PRECEDENT	 	6
	5.   	 	COMPLETION	 	7
	6.   	 	REPRESENTATIONS
    AND WARRANTIES	 	9
	7.   	 	FURTHER
    ASSURANCE	 	11
	8.   	 	RESTRICTIONS
    ON COMMUNICATION AND ANNOUNCEMENTS	 	11
	9.   	 	PARTIAL
    INVALIDITY	 	12
	10.   	 	COSTS
    AND EXPENSES	 	12
	11.   	 	ASSIGNMENT	 	12
	12.   	 	CONTINUING
    EFFECT OF AGREEMENT	 	12
	13.   	 	GENERAL	 	12
	14.   	 	NOTICES	 	13
	15. 	 	COUNTERPARTS	 	14
	16.   	 	GOVERNING
    LAW	 	15
	SCHEDULE
    1 	 	PARTICULARS
    OF THE COMPANY	 	17
	SCHEDULE
    2 	 	CONSIDERATION
    PAYABLE TO THE VENDORS	 	18
	SCHEDULE
    3 	 	VENDOR
    WARRANTIES	 	19
	SCHEDULE
    4 	 	PURCHASER
    WARRANTIES	 	33
	SCHEDULE
    5	 	 DISCLOSURE
    LETTER	 	34


 






     


     


    

 


THIS
AGREEMENT is made on the 19th day of December 2017


 


BETWEEN


 


	 	(1)	SNG
    KHENG SIM with Hong Kong identity card number R585556(9) whose residential address is situated at Flat 6, 11/F Block A
    Hongway Garden, 8 New Market Street, Sheung Wan, Hong Kong (“Ms. Sng”);


 


	 	(2)	MARTIN
    CRAIG JOHN with Hong Kong identity card number R918985(7) whose residential address is situated at Flat J, 48/F., The
    Masterpiece, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong (“Mr. Martin”, together with Ms. Sng, “Vendors
    A”);


 


	 	(3)	SUNSHINE
    BUILDER LIMITED, a company incorporated with limited liability in the British Virgin Islands whose registered office is
    situated at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands with company number 1683457 (“Vendor
    B”, Vendors A together with Vendor B, the “Vendors” and each a “Vendor”);


 


	 	AND	 


 


	 	(4)	SHARING
    ECONOMY INVESTMENT LIMITED, a company incorporated with limited liability in the BVI whose registered office is situated
    at Corporate Registrations Limited, Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin
    Islands (the “Purchaser”).


 


WHEREAS:


 


	 	(A)	As
    at the date of this Agreement, the Company (particulars of which are set out in Schedule 1) has an issued share capital of
    HK$3,000 divided into 3,000 issued and fully paid shares. The Company is owned as to 50% by Vendor B, 35% by Ms. Sng and 15%
    by Mr. Martin.


 


	 	(B)	As
    at the date of this Agreement, the Purchaser is a wholly owned subsidiary of CLNT.


 


	 	(C)	The
    Vendors have agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares upon the terms and conditions set out
    in this Agreement.


 


	 	(D)	Upon
    Completion, the Company will be owned as to 80% by the Purchaser and 20% by Ms. Sng.


 


NOW
IT IS HEREBY AGREED as follows:


 


	 	1.	DEFINITIONS
    AND INTERPRETATION


 


	 	1.1	In
    this Agreement (including the Recitals and the Schedules), the following expressions shall, unless the context otherwise requires,
    have the following meanings:


 


	 	“Accounts”

         
	the
                                         audited consolidated financial statements of the Company comprising the income statement
                                         for the financial year ended the Accounts Date and the balance sheet as at the Accounts
                                         Date;

         




 






    2 


     


    

 


	 	“Accounts
                                         Date”

         
	31
                                         March 2017;

         

	 	“Agreement”

         
	this
                                         sale and purchase agreement (including its Recitals and Schedules), as may be amended
                                         or supplemented from time to time;

         

	 	“business
                                         day”

         
	a
                                         day (other than Saturday) on which banks are open in Hong Kong for general banking business;

         

	 	“BVI”

         
	the
                                         British Virgin Islands;

         

	 	“CLNT”

         
	Cleantech
                                         Solutions International, Inc., a company incorporated in Nevada whose shares are listed
                                         and traded on NASDAQ;

         

	 	“CLNT
                                         Shares”

         
	shares
                                         of common stock of CLNT, par value US$0.001 per share (or of such other securities as
                                         shall result from a subdivision, consolidation, re-classification or re-construction
                                         of such shares from time to time);

         

	 	“Closing
                                         Price”

         
	the
                                         final price at which a security is traded on a day on NASDAQ provided that if such day
                                         is not a trading day, the immediate preceding trading day shall be substituted therefor;

         

	 	“Company”

         

         
	AnyWorkspace
                                         Limited, a company incorporated in Hong Kong with limited liability, particulars of which
                                         are set out in Schedule 1;

         

	 	“Completion”

         
	completion
                                         of the sale and purchase of the Sale Shares pursuant to Clause 5;

         

	 	“Completion
                                         Date”

         
	three
                                         (3) business days following the date on which all the Conditions Precedent are fulfilled
                                         or waived (as the case may be);

         

	 	“Conditions
                                         Precedent”

         
	the
                                         conditions precedent set out in Clause 4;

         

	 	“Consideration”

         
	has
                                         the meaning ascribed to it in Clause 3.1;

         

	 	“Consideration
                                         Share(s)”

         
	has
                                         the meaning ascribed to it in Clause 3.2;

         

	 	“Consideration
    Share Price”	the
                                         share price of each Consideration Share, being US$5.26;

         

	 	“Encumbrance”

         
	any
                                         option, right to acquire, right of pre-emption, mortgage, charge, pledge, lien, hypothecation,
                                         title retention, right of set off, counterclaim, trust arrangement or other security
                                         or any equity or restriction;

         

	 	“HK$”

         
	Hong
    Kong dollars, the lawful currency of Hong Kong;



 






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	 	“Hong
                                         Kong”

         
	the
                                         Hong Kong Special Administrative Region of the PRC;

         

	 	“Inland
    Revenue Ordinance”	Inland
                                         Revenue Ordinance (Chapter 112 of the Laws of Hong Kong);

         

	 	“Long
                                         Stop Date”

         
	31
                                         January 2018 or such later date as may be agreed between Vendors and the Purchaser;

         

	 	“Management
                                         Accounts”

         
	the
                                         unaudited consolidated management accounts of the Company comprising the income statement
                                         for such period after the Accounts Date and up to the Management Accounts Date and the
                                         balance sheet as at the Management Accounts Date;

         

	 	“Management
                                         Accounts Date”

         
	31
                                         October 2017;

         

	 	“NASDAQ”

         
	National
                                         Association of Securities Dealers Automated Quotations, the stock market in the USA;

         

	 	“Parties”

         
	parties
                                         to this Agreement and a “Party” means any one of them;

         

	 	“Purchaser
                                         Warranties”

         
	the
                                         representations, warranties and undertakings made by the Purchaser and contained in Clause
                                         6 and Schedule 4;

         

	 	“Sale
                                         Shares”

         
	2,400
                                         shares in the share capital of the Company, being 80% of its entire issued share capital
                                         as at the date of this Agreement;

         

	 	“Stamp
                                         Duty Ordinance”

         
	Stamp
                                         Duty Ordinance (Chapter 117 of the Laws of Hong Kong);

         

	 	“Taxation”

         
	all
                                         forms of tax, rate, levy, duty, charge, impost, fee, deduction or withholding of any
                                         nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing
                                         or other authority in any part of the world and includes any interest, additional tax,
                                         penalty or other charge payable or claimed in respect thereof;

         

	 	“USA”	the
                                         United States of America;

         

	 	“US$”

         
	United
                                         States dollars, the lawful currency of the USA;

         

	 	“Vendor
                                         Warranties”

         
	the
                                         representations, warranties and undertakings made by the Vendors and contained in Clause
                                         6 and Schedule 3;

         

	 	“Warranties”

         
	the
                                         Vendor Warranties and the Purchaser Warranties; and

         

	 	“%”	per
    cent.


 






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	 	1.2	In
    this Agreement:


 


	 	(a)	references
    to costs, charges, remuneration or expenses shall include any value added tax, turnover tax or similar tax charged in respect
    thereof;


 


	 	(b)	references
    to any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect
    of any jurisdiction other than Hong Kong, references to such action, remedy or method of judicial proceedings for the enforcement
    of rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto;


 


	 	(c)	words
    denoting the singular number only shall include the plural number also and vice versa;


 


	 	(d)	words
    denoting one gender only shall include the other genders and the neuter and vice versa;


 


	 	(e)	words
    denoting persons only shall include firms and corporations and vice versa;


 


	 	(f)	references
    to any provision of any statute shall be deemed also to refer to any modification or re-enactment thereof or any instrument,
    order or regulation made thereunder or under such modification or re-enactment; and


 


	 	(g)	references
    to any document in the agreed form is to such document which has been initialed by the parties for identification.


 


	 	1.3	Headings
    shall be ignored in construing this Agreement.


 


	 	1.4	The
    Recital and the Schedules are part of this Agreement and shall have effect accordingly.


 


	 	2.	SALE
    AND PURCHASE OF SALE SHARES


 


Subject
to the terms and conditions of this Agreement, the Vendors, as legal and beneficial owners, shall sell the Sale Shares to the
Purchaser in the respective proportions set against their names in Schedule 2 and the Purchaser shall purchase the same from the
Vendors free from all Encumbrances and third party rights of any kind and together with all rights now or hereafter attaching
thereto including the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.


 


	 	3.	CONSIDERATION


 


	 	3.1	The
    aggregate consideration (the “Consideration”) of the Sale Shares to be paid by the Purchaser to the Vendors
    at Completion is USD560,000 which shall be satisfied by the allotment and issue of the Consideration Shares by CLNT.


 


	 	3.2	The
    Purchaser shall procure CLNT to allot and issue 106,464 CLNT Shares (the “Consideration Shares”) to the
    Vendors (or their nominees) in such proportion as set out in Schedule 2 on the Completion Date.


 






    5 


     


    

 


	 	4.	CONDITIONS
    PRECEDENT


 


	 	4.1	Completion
    shall be conditional upon the fulfillment of the following Conditions Precedent:


 


	 	(a)	all
    Vendor Warranties being true, accurate and not misleading at all material aspects at all times between the date hereof and
    the Completion Date (as though they had been made on such dates by reference to the facts and circumstances then subsisting);


 


	 	(b)	there
    having been no material adverse change, or any development likely to involve a prospective material adverse change, in the
    condition (financial, operational or otherwise) or in the earnings, business affairs or business prospects, assets or liabilities
    of the Company, whether or not arising in the ordinary course of business since the date of this Agreement;


 


	 	(c)	the
    Purchaser having conducted due diligence exercise (legal and financial) on the Company and satisfied with the results thereof;


 


	 	(d)	all
    IPs, trademarks, fully operational software, website programming source code, web server, and related IT applications and
    software assets applicable to or necessary for the business operations of the Company having been duly transferred to the
    Company by means reasonably satisfactory to the Purchaser;


 


	 	(e)	NASDAQ
    having granted the approval for the listing of, and the permission to deal in, the Consideration Shares, if required under
    NASDAQ continued listing rules and regulations; and


 


	 	(f)	all
    necessary consents, approvals, permits and/or authorisations in respect of the transactions contemplated under this Agreement
    having been obtained.


 


	 	4.2	All
    Conditions Precedent may be waived by the Parties by written consent.


 


	 	4.3	Each
    Party undertakes to the other Party to use its best endeavours to ensure that the Conditions Precedent in Clause 4.1 are fulfilled
    as early as practicable and in any event not later than the Long Stop Date.


 


	 	4.4	Each
    Party undertakes to provide all reasonable assistance to the other Party to fulfill the Conditions Precedent in Clause 4.1
    in accordance with Clause 4.3.


 


	 	4.5	If
    the Conditions Precedent have not been fulfilled or waived (as the case may be) on or before the Long Stop Date, this Agreement
    will lapse and become null and void and the Parties will be released from all obligations hereunder, save for liabilities
    for any antecedent breaches hereof.


 



    6 


     


    

 


	 	5.	COMPLETION


 


	 	5.1	Completion
    shall take place at Loeb & Loeb LLP, 21st Floor, CCB Tower, 3 Connaught Road Central, Hong Kong at 11:00 am on the Completion
    Date (or at such other place, on such other time and/or day as the Parties may agree in writing).


 


	 	5.2	At
    Completion, the Vendors shall:


 


	 	(a)	deliver
    or cause to be delivered to the Purchaser:


 


		(i)	evidence
reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 (which are applicable to the Vendors) of
this Agreement have been fulfilled;


 


	 	(ii)	instrument(s)
    of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendors as registered holders thereof in
    favour of the Purchaser together with the related share certificate(s);


 


	 	(iii)	draft
    register of members of the Company reflecting the shareholding of the Company after Completion;


 


		(iv)	(1)	all
                                         statutory records and minute books (which shall be duly written up to date as at Completion)
                                         and accounting records including an original copy of the memorandum and articles of association
                                         or other equivalent constitutional documents, certificate of incorporation and business
                                         registration certificates, business licence, governmental approval letters and certificates
                                         (if any), common seal, authorised chops, share certificate books and other statutory
                                         records of the Company;



 


	 	 	(2)	all
    tax returns and assessments of the Company (if applicable)  (receipted where the due dates for payment fell on or before
    the Completion Date);


 


	 	 	(3)	copies
    of all material and relevant correspondence, if any, with their lawyers, accountants, tax or revenue departments, ; and all
    title deeds, evidence of ownership and documents relating to assets owned by the Company; provided that the above shall be
    deemed to have been delivered if they are located at the registered office or principal place of business of the Company;


  


	 	(v)	resignation
    letter of each of the directors of the Company in the form and substances reasonably satisfied by the Purchaser;


 


	 	(vi)	a
    certified copy of the resolutions passed by the board of directors of Vendor B approving, the transfer of the Sale Shares
    to the Purchaser and the execution and performance of this Agreement by Vendor B;


 


		(vii)	a
cheque made payable to “the Government of Hong Kong SAR” for such amount representing the share of Hong Kong stamp
duty which shall be borne by the Vendors pro rata to their percentage of shares sale as transferors of the Sale Shares in accordance
with the Stamp Duty Ordinance;



 






    7 


     


    

 


	 	(viii)	Evidence
    reasonably satisfactory to the Purchaser showing that all loans or amounts due by the Company to its shareholders, directors
    or any other third party creditors have been fully waived or settled, save as the liabilities incurred in the ordinary course
    of business after the date of this Agreement and before Completion;


 


	 	(ix)	such
    other documents as may be reasonably required to give good title to the Sale Shares free from all Encumbrances and third party
    rights of any kind and to enable the Purchaser to become the registered holder thereof; and


 


	 	(x)	a
    certified true copy of the resolutions of the board of directors of the Company approving the matters set out in Clause 5.2(b);


 


	 	(b)	procure
    that the following businesses shall be approved at a meeting of the directors of the Company:


 


	 	(i)	the
    directors of the Company shall approve the transfer of the Sale Shares and the Purchaser and/or its nominee shall be duly
    registered as the holder of the Sale Shares in the register of members of the Company, subject to the memorandum and articles
    of association of the Company;


 


	 	(ii)	the
    directors of the Company shall approve the resignation of all the existing directors of the Company prior to the Completion
    and the appointment of the directors nominated by the Purchaser;


 


	 	(iii)	the
    directors of the Company shall resolve that the share certificate in respect of the Sale Shares be duly issued and delivered
    to the Purchaser and/or its nominee; and


 


	 	(iv)	the
    directors of the Company shall approve any of its directors to do all such acts and things and to sign any documents reasonably
    required to give effect to the transaction as contemplated under this Agreement.


 


	 	5.3	At
    Completion, against compliance with the provisions of Clause 5.2, the Purchaser shall deliver or cause to be delivered the
    following documents:


 


		(a)	to
Ms. Sng:


 


	 	(i)	a
    draft employment contract to be entered into between the Purchaser and Ms. Sng in the form and substance reasonably satisfied
    by Ms. Sng; and


 


	 	(ii)	a
    certified copy of the resolutions passed by the board of directors of the Purchaser approving the employment arrangement between
    the Purchaser and Ms. Sng;


 


	 	(b)       	to
    the Vendors:


 


	 	(i)	a
    certified copy of the resolutions passed by the board of directors of the Purchaser approving (i) the execution and performance
    of this Agreement;


 






    8 


     


    

 


	 	(ii)	evidence
    reasonably satisfactory to Vendors A that the Conditions Precedent in Clause 4.1 (which are applicable to the Purchaser) of
    this Agreement have been fulfilled;


 


	 	(iii)	instrument(s)
    of transfer and the bought and sold notes of the Sale Shares duly executed by the Purchaser;


 


	 	(iv)	a
    copy of the board resolutions of CLNT approving the allotment and issue of the Consideration Shares; and


 


	 	(v)	documents
    as may be reasonably required to give good title to the Consideration Shares free from all Encumbrances and third party rights
    of any kind and to enable the Vendors to become the registered holders thereof.


 


	 	6.	REPRESENTATIONS
    AND WARRANTIES


 


	 	6.1	The
    Purchaser hereby represents, warrants and undertakes to the Vendors in the terms set out in this Clause 6 and Schedule 4.


 


	 	6.2	Vendors
    A hereby represent, warrant and undertake to the Purchaser in the terms set out in this Clause 6 and Part A of Schedule 3.


 


	 	6.3	The
    Purchaser acknowledges that Vendors A have provided the disclosure letter in Schedule 5 (the “Disclosure Letter”)
    as reference to certain specific information of the Company as at the date of this Agreement and Vendors A hereby agree and
    undertake that, despite the disclosures made in the Disclosure Letter, they shall be liable to full obligations and indemnity
    in respect of any breach or non-fulfilment of any of the Vendor Warranties, subject to and in accordance with the limitations
    and adjustments specified in Clause 6.11.


 


	 	6.4	Vendor
    B hereby represent, warrant and undertake to the Purchaser in the terms set out in this Clause 6 and Part B of Schedule 3.


 


	 	6.5	The
    Purchaser shall be deemed to have repeated all the Purchaser Warranties on the basis that such Purchaser Warranties will at
    all times from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects
    and such Purchaser Warranties shall have effect as if given at Completion as well as the date of this Agreement.


 


	 	6.6	Vendors
    A and Vendor B shall be deemed to have repeated all the Vendor Warranties applicable to them on the basis that such Vendor
    Warranties will at all times from the date of this Agreement up to and including the Completion Date be true, complete and
    accurate in all respects and such Vendor Warranties shall have effect as if given at Completion as well as the date of this
    Agreement.


 


	 	6.7	The
    Vendors agree and acknowledge that the Purchaser is entering into this Agreement in reliance on the Vendor Warranties and
    the Disclosure Letter.


 


	 	6.8	The
    Purchaser agrees and acknowledges that the Vendors are entering into this Agreement in reliance on the Purchaser Warranties.


 






    9 


     


    

 


	 	6.9	None
    of the Warranties shall be limited or restricted by reference to or inference from the terms of any other Warranties or any
    other term of this Agreement.


 


	 	6.10	If
    any Party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this
    Agreement or breaches any of the terms or Warranties set out in this Agreement in any material respect prior to Completion,
    then without prejudice to all and any other rights and remedies available at any time to a non-defaulting Party (including
    but not limited to the right to damages for any loss suffered by that Party), any non-defaulting Party may by notice either
    require the defaulting Party to perform such obligations or, insofar as the same is practicable, remedy such breach or to
    the extent it relates to the failure of the defaulting Party to perform any of its obligations on or prior to Completion in
    any material respect, treat the defaulting Party as having repudiated this Agreement and rescind the same. The rights conferred
    upon the respective Parties by the provisions of this Clause 6 are additional to and do not prejudice any other rights the
    respective Parties may have. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any such
    rights.


 


	 	6.11	The
    Purchaser shall be entitled to take action both before and after Completion in respect of any breach or non-fulfilment of
    any of the Warranties and the Company shall not in any way constitute a waiver of any right of the Purchaser, provided that:


 


	 	(a)       	Time
    Limit


 


The
Vendors shall not be liable for any claims or obligations unless written notice of such claim and any obligation shall have been
given to the Vendors by the Purchaser on or before the date which falls at the end of 24 calendar months in respect of any civil
claim and 60 calendar months in respect of any criminal claim after the Completion Date.


 


	 	(b)       	Upper
    Limit


 


The
aggregate liability of Vendors A for all claims and/or obligations shall be limited to the amount of US$210,000, being the amount
of the Consideration to be paid by the Purchaser to Vendors A (the “Liability Limit”) and to be split equally
between Mr. Martin and Ms. Sng (i.e. US$105,000 each), subject to the following adjustments:


 


	 	(i)	before
    the first day on which the restrictive legend on the certificates of the Consideration Shares can be removed and such shares
    can be traded on NASDAQ (the “First Date”), the liabilities (if any) payable by Mr. Martin and Ms. Sng
    will be limited to US$50,000 each;


 


	 	(ii)	after
    the First Day, (1) if the Closing Price of the CLNT Shares on the First Date is equal to or above the Consideration Share
    Price, Mr. Martin and Ms. Sng shall pay for the difference between the actual liability sum and any compensation paid before
    the First Date up to the Liability Limit; and (2) if the Closing Price of the CLNT Shares on the First Date is below the Consideration
    Share Price, the Liability Limit shall be adjusted accordingly (the “Adjusted Limit”), and Mr. Martin and
    Ms. Sng shall pay for the difference between the actual liability sum and any compensation paid before the First Date up to
    the Adjusted Limit on a pro rata basis.


 






    10 


     


    

 


	 	(c)       	Double
    Claims


 


The
Purchaser acknowledges and agrees that it shall not be entitled to recover damages or obtain payment, reimbursement, restitution
or indemnity more than once in respect of the same loss, shortfall or damage to the extent such loss, shortfall or damage has
been recovered.


 


	 	(d)       	Remediable
    Breaches


 


The
Vendors shall not be liable for any claim to the extent that the fact, matter, event or circumstance giving rise to such claim
is remediable and is remedied by, or at the expense of, the Vendors within 60 days of the date on which written notice of such
claim is given to the Vendors.


 


	 	(e)      	Conduct
    of Claims


 


If
a claim arises as a result of, or in connection with, a liability or alleged liability of the Company to a third party (a “Third
Party Claim”) and any of the Vendors A could be liable in respect of such claim under the terms of this Agreement, until
such time as such Third Party Claim is settled or determined by a court of competent jurisdiction, the Purchaser shall (and shall
procure that the Company shall) consult with Vendors A in relation to the defence or conduct of such Third Party Claim and allow
Vendors A to make representations and suggestions to which consideration will be given by the Purchaser.


 


	 	(f)       	Claim
    under Disclosure Letter


 


The
specific disclosures (the “Specific Disclosures”) as specified in the Disclosure Letter are deemed to be disclosed
by Vendors A and be accepted by the Purchaser. The Purchaser acknowledges and agrees that it shall not be entitled to take initial
action against Vendors A in respect of any potential breach or non-fulfilment of any of the Warranties arising out of or in connection
with the Specific Disclosures, provided that Vendors A shall nonetheless be fully liable to any Third Party Claim in relation
to any of the Specific Disclosures in accordance with paragraph (e) above.


 


	 	7.	FURTHER
    ASSURANCE


 


Each
Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all
such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.


 


	 	8.	RESTRICTIONS
    ON COMMUNICATION AND ANNOUNCEMENTS


 


	 	8.1	Each
    of the Parties undertakes to the other Party that it shall not at any time after the date of this Agreement divulge or communicate
    to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange
    body, or to its respective officers or employees whose province it is to know the same any confidential information concerning
    the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other which
    may be within or may come to its knowledge in connection with the transactions contemplated by this Agreement and it shall
    use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters.
    This restriction shall not apply to information or knowledge which is or which properly comes into the public domain, through
    no fault of any of the Parties or to information or knowledge which is already known to any of the Parties at the time of
    its receipt.


 






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	 	8.2	Each
    of the Parties undertakes that it shall not at any time (save as required by law or any rule of any relevant stock exchange
    or regulatory body) make any announcement in connection with this Agreement unless the other Party shall have given its consent
    to such announcement (which consent may not be unreasonably withheld or delayed and may be given either generally or in a
    specific case or cases and may be subject to conditions). If any Party is required by law or any rule of any relevant stock
    exchange or regulatory body to make any announcement in connection with this Agreement, the other Party agrees to supply all
    relevant information relating to itself that is within its knowledge or in its possession as may be reasonably necessary or
    as may be required by any exchange and regulatory body to be included in the announcement.


 


	 	9.	PARTIAL
    INVALIDITY


 


If,
at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any jurisdiction,
the legality, validity and enforceability in other jurisdictions or of the remaining provisions of this Agreement shall not be
affected or impaired thereby.


 


	 	10.	COSTS
    AND EXPENSES


 


Each
Party shall bear its own costs of and incidental to the preparation, negotiation and settlement of this Agreement and the transactions
contemplated hereunder (including, without limitation, legal fees and expenses, and capital fees or stamp duty (if any) relating
to this Agreement).


 


	 	11.	ASSIGNMENT


 


No
Party shall assign any of its rights or obligations under this Agreement without the written consent of the other Party.


 


	 	12.	CONTINUING
    EFFECT OF AGREEMENT


 


Any
provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before
Completion shall remain in full force and effect notwithstanding Completion.


 


	 	13.	GENERAL


 


	 	13.1	This
    Agreement supersedes all and any previous agreements, arrangements or understanding between the Parties relating to the matters
    referred to in this Agreement and all such previous agreements, understanding or arrangements (if any) shall cease and determine
    with effect from the date hereof and neither Party shall have any claim in connection therewith.


 






    12 


     


    

 


	 	13.2	This
    Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied
    on any representation or warranty made by the other Party which is not contained in this Agreement). No variation of this
    Agreement shall be effective unless made in writing and signed by all Parties.


 


	 	13.3	Time
    shall be of the essence of this Agreement but no failure by any Party to exercise, and no delay on its part in exercising
    any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement
    preclude any other or further exercise of it or the exercise of any right or prejudice or affect any right against the other.
    The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by
    law.


 


	 	13.4	No
    delay or failure by a Party to exercise or enforce (in whole or in part) any right provided by this Agreement or by law shall
    operate as a release or waiver, or in any way limit that Party’s ability to further exercise or enforce that, or any
    other, right. A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver
    is in writing and is signed by the Party against whom that waiver is claimed. In the event of a default by either Party in
    the performance of its obligations under this Agreement, the non-defaulting Party shall have the right to obtain specific
    performance of the defaulting Party’s obligations. Such remedy shall be in addition to any other remedies provided under
    this Agreement or at law.


 


	 	13.5	This
    Agreement shall not be construed so as to create a partnership between the Vendors and no Vendor shall have the authority
    to bind any other Vendor in any way save as expressly set out in this Agreement.


 


	 	13.6	Except
    as expressly provided in this Agreement, a person who is not a Party to this Agreement has no right under the Contracts (Rights
    of Third Parties) Ordinance (Cap 623) to enforce any term of this Agreement but this does not affect any right or remedy of
    a third party which exists or is available apart from that Ordinance.


 


	 	14.	NOTICES


 


	 	14.1	Any
    notice, claim, demand, court process, document or other communication to be given under this Agreement (collectively “communication”
    in this Clause) shall be in writing in the English language and may be served or given personally or sent to the e-mail address
    (if any) of the relevant Party and marked for the attention and/or copied to such other person as specified in Clause 14.4.


 


	 	14.2	A
    change of address or e-mail address of the person to whom a communication is to be addressed or copied pursuant to this Agreement
    shall not be effective until five days after a written notice of change has been served in accordance with the provisions
    of this Clause 14 on the other Party with specific reference in such notice that such change is for the purposes of this Agreement.


 


	 	14.3	All
    communications shall be served by the following means and the addressee of a communication shall be deemed to have received
    the same within the time stated adjacent to the relevant means of despatch:


 


	Means
    of despatch	 	Time
    of deemed receipt
	Local
    mail or courier	 	24
    hours
	E-mail	 	on
    despatch
	Air
    courier/Speedpost	 	3
    days
	Airmail	 	7
    days


 






    13 


     


    

 


	 	14.4	The
    initial addresses and e-mail addresses of the Parties for the service of communications, the person for whose attention such
    communications are to be marked and the person to whom a communication is to be copied are as follows:


 


If
to the Ms. Sng:


 


	 	Address	:	 	Flat
    6, 11/F Block A Hongway Garden, 8 New Market Street, Sheung Wan, Hong Kong
	 	E-mail	:	 	sngkhengsim@gmail.com
	 	Attention	:	 	Sng
    Kheng Sim


 


If
to the Mr. Martin:


 


	 	Address	:	 	Flat
    J, 48/F., The Masterpiece, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong
	 	E-mail	:	 	cm@buildonauts.com
	 	Attention	:	 	Martin
    Craig John


 


If
to Vendor B:


 





	 	Address	:	 	11-2-101, No. 4 Yuan, Yonghe Lane
	 	 	 	 	Xishan District, Kunming
	 	 	 	 	Yunnan Province
	 	 	 	 	China
	 	E-mail	:	 	271072085@qq.com
	 	Attention	:	 	Ms. Li Yuan




 


If
to the Purchaser:


 


	 	Address	:	 	Rooms
    315 – 316, 3/F Building W12, Hong Kong Science Park, Shatin, New Territories, Hong Kong
	 	E-mail	:	 	parkson.yip@cleantechsolutionsinternational.com
	 	Attention	:	 	Parkson
    Yip


 


A
communication served in accordance with this Clause 14 shall be deemed sufficiently served and in proving service and/or receipt
of a communication it shall be sufficient to prove that such communication was left at the addressee’s address or that the
envelope containing such communication was properly addressed and posted or despatched to the addressee’s address. In the
case of communication by e-mail, such communication shall be deemed properly transmitted upon the receipt of the sent confirmation
by the e-mail account of the sender.


 


	 	14.5	Nothing
    in this Clause shall preclude the service of communication or the proof of such service by any mode permitted by law.


 


	 	15.	COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on the counterparts
were on a single copy of this Agreement and any Party may execute this Agreement by signing any such counterparts.


 






    14 


     


    

 


	 	16.	GOVERNING
    LAW


 


	 	16.1	This
    Agreement shall be governed by and construed in accordance with the laws of Hong Kong.


 


	 	16.2	The
    courts of Hong Kong have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement
    (including a dispute regarding the existence, validity or termination of this Agreement).


 


	 	16.3	Without
    prejudice to any other mode of service allowed under this Agreement and any relevant law:


 


	 	(a)	Vendors
    A irrevocably appoints Topworld Registrations Limited of 7/F., Kin On Commercial Building, 49-51 Jervois Street, Sheung Wan,
    Hong Kong as their agent for service of process in relation to any proceedings before the courts of Hong Kong in connection
    with this Agreement;


 


	 	(b)	Vendor
    B irrevocably appoints OneStart Group Limited of West Wing, 2/F., 822 Lai Chi Kok Road, Lai Chi Kok, Kowloon, Hong Kong as
    its agent for service of process in relation to any proceedings before the courts of Hong Kong in connection with this Agreement;


 


	 	(c)	the
    Purchaser irrevocably appoints Loeb & Loeb LLP of 21st Floor, CCB Tower, 3 Connaught Road Central, Hong Kong as its agent
    for service of process in relation to any proceedings before the courts of Hong Kong in connection with this Agreement; and


 


	 	(d)	all
    parties agrees that failure by a process agent to notify the Vendors or the Purchaser of any process will not invalidate the
    proceedings concerned.


 






    15 


     


    

 


IN
WITNESS whereof this Agreement has been duly executed on the date first above written.


 


	VENDORS	 	 
	 	 	 
	SIGNED
    by SNG KHENG SIM	)	 
	in
    the presence of : 	)	 
	 	 	 
	SIGNED
    by MARTIN CRAIG JOHN	)	 
	in
    the presence of : 	)	 
	 	 	 
	SIGNED
    by LI YUAN	)	 
	for
    and on behalf of	)	 
	SUNSHINE
    BUILDER LIMITED	)	 
	in
    the presence of :	)	 
	 	 	 
	PURCHASER	 	 
	 	 	 
	SIGNED
    by LAU PING KEE	)	 
	for
    and on behalf of	)	 
	SHARING
    ECONOMY INVESTMENT LIMITED	)	 
	in
    the presence of :	)	 


  






    16 


     


    

 

 


SCHEDULE
1

PARTICULARS OF THE COMPANY


 


	1.

         
	Company
        name

         
	:	AnyWorkspace
    Limited 
	2.	Company
    number	:	2306804
	 	 	 	 
	3.	Date
    of incorporation	:	12
    November 2015
	 	 	 	 
	4.	Place
    of incorporation	:	Hong
    Kong
	 	 	 	 
	5.	Address
    of registered office	:	Unit
    808, 8/F., Multifield Plaza, 3-7 Prat Avenue, Tsim Sha Tsui, Hong Kong
	 	 	 	 
	6.	Issued
    share capital	:	HK$3,000
	 	 	 	 
	7.	Shareholder
    (number of shares and shareholding %)	:	Sunshine
        Builder Limited

        (1,500
        shares - 50%)

         

        Sng
        Kheng Sim 

        (1,050
        shares - 35%)

         

        Martin
        Craig John 

        (450
        shares - 15%)

	 	 	 	 
	8.	Directors	:	Sng
        Kheng Sim

        Martin
        Craig John









 






    17 


     


    

 


SCHEDULE
2

CONSIDERATION PAYABLE TO THE vENDORS


 


	Name of Vendor	 	Sale Shares	 	 	Consideration (US$)	 	 	Number of Consideration Shares	 
	Sunshine Builder Limited	 	 	1,500	 	 	 	350,000	 	 	 	66,540	 
	Sng Kheng Sim	 	 	450	 	 	 	105,000	 	 	 	19,962	 
	Martin Craig John	 	 	450	 	 	 	105,000	 	 	 	19,962	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	2,400	 	 	 	560,000	 	 	 	106,464	 





 






    18 


     


    



 


SCHEDULE
3

VENDOR WARRANTIES


 


Part
A


 


		1.	General



 


		1.1	The
                                         contents of the Recitals of and Schedule 1 and Schedule 2 to this Agreement are true
                                         and accurate.



 


		1.2	All
                                         information given by Vendors A or their agents or professional advisers to the Purchaser
                                         or its employees, agents or professional advisers relating to the business, activities,
                                         affairs, or assets or liabilities of the Company was, when given, and is now true, accurate
                                         and complete in all respects.



 


		1.3	There
                                         are no material facts or circumstances, in relation to the assets, business or financial
                                         condition of the Company which have not been disclosed in writing to the Purchaser or
                                         its employees, agents or professional advisers, and which, if disclosed, might reasonably
                                         have been expected to affect the decision of the Purchaser to enter into this Agreement.



 


		1.4	The
                                         execution and performance of this Agreement will not conflict with or result in a breach
                                         of or be a reason for the termination or variation of any agreement or obligation to
                                         which the Company is now a party or any of the Company or its assets are or may be bound
                                         or affected or be in material violation of any material law, rule or regulation of any
                                         governmental, administrative or regulatory body or any order, injunction or decree of
                                         any judicial, administrative, regulatory or governmental body affecting the Company.



 


		2.	Organisation,
                                         Authority and Power



 


		2.1	The
                                         Company is a company duly incorporated and validly existing under the laws of Hong Kong.
                                         All issued shares in the Company are duly authorised, validly issued and fully paid up
                                         and none of such shares (where applicable) has been issued in violation of the memorandum
                                         and articles of association of the Company or the terms of any agreement by which the
                                         Company or its shareholders were or are bound, if any.



 


		2.2	Vendors
                                         A have, on the date of this Agreement and on Completion, full and unfettered right, power
                                         and authority to enter into this Agreement and assume all of their obligations hereunder
                                         and no further actions or proceedings are necessary on their part in connection with
                                         the execution, delivery and performance by them of this Agreement.



 


		2.3	This
                                         Agreement constitutes valid and legally binding obligations on the part of Vendors A
                                         enforceable in accordance with its terms.



 


		2.4	Vendors
                                         A are the legal and beneficial owners of the relevant Sale Shares and is entitled to
                                         sell and transfer the relevant Sale Shares and pass the full legal and beneficial ownership
                                         thereof with all rights thereto to the Purchaser or its nominee on the terms of this
                                         Agreement. The relevant Sale Shares is issued and fully paid and is beneficially owned
                                         by Vendors A free from all Encumbrances. The relevant Sale Shares constitutes 30% of
                                         the issued share capital of the Company.



 






    19 


     


    

 


		3.	Records
                                         and taxation



 


		3.1	The
                                         Company has duly made up all requisite books of account (reflecting in accordance with
                                         generally accepted accounting principles for all the financial transactions of the Company),
                                         minutes books, registers and records in compliance with all material applicable laws
                                         and regulatory requirements and these and all other deeds and documents (properly stamped
                                         where necessary) belonging to or which ought to be in its possession and its seal are
                                         in its possession.



 


		3.2	All
                                         the accounts, books, ledgers, financial and other records of whatsoever kind, of the
                                         Company are in its possession, have been fully, properly and accurately kept and completed,
                                         do not contain any material inaccuracies or discrepancies of any kind and give and reflect
                                         a true and fair view of its trading transactions, and its financial, contractual and
                                         trading position. It is noted that the Management Accounts have not yet been reviewed
                                         by an auditor and estimates of capitalization of expenses are subject to auditor approvals.



 


		3.3	The
                                         Company has duly complied with its obligations to account to the relevant tax authorities
                                         and all other authorities for all amounts for which it is or may become accountable in
                                         respect of Taxation relating to its business.



 


		3.4	All
                                         returns in connection with Taxation that should have been filed by the Company have been
                                         filed correctly and on a proper basis in accordance with all material applicable laws
                                         and regulatory requirements and there are no facts known or which would on reasonable
                                         enquiry be known to the Company or its directors which may give rise to any dispute or
                                         to any claim for any Taxation or the deprivation of any relief or advantage that might
                                         have been available.



 


		3.5	The
                                         Company is not and does not expect to be involved in any dispute in relation to Taxation
                                         and no authority concerned has investigated or indicated that it intends to investigate
                                         into the tax affairs of the Company nor are there any circumstances of which Vendors
                                         A are aware which would cause any authority to investigate into the tax affairs of the
                                         Company.



 


		3.6	The
                                         Company has no liability in respect of Taxation (whether actual or contingent) nor any
                                         liability for interest, penalties or charges imposed in relation to any Taxation arising
                                         or deemed to arise in any accounting period ending on or before the Accounts Date that
                                         is not provided for in full in the Accounts, and in particular, has no outstanding liability
                                         for:



 


		(i)	Taxation
                                         in any part of the world assessable or payable by reference to any profit, gain, income
                                         or distribution earned, received, paid, arising or deemed to arise on or at any time
                                         prior to the Accounts Date or in respect of any period ending on or before the Accounts
                                         Date; or



 


		(ii)	purchase,
                                         value added, sales or other similar tax in any part of the world referable to transaction
                                         effected on or before the Accounts Date,



 


that
is not provided for in the Accounts.


 


		3.7	The
                                         amount of the provision for deferred Taxation contained in the Accounts was computed
                                         on a full provision basis and was, at the date on which the Accounts were prepared, adequate
                                         and fully in accordance with accountancy practices generally accepted in Hong Kong and
                                         commonly adopted by companies carrying on businesses similar to those carried on by the
                                         Company.



 






    20 


     


    

 


		3.8	Since
                                         the Accounts Date up to and inclusive of the Completion Date:



 


		(i)	the
                                         Company has not been involved in any transaction outside the ordinary course of business
                                         which has given or may give rise to a liability to Taxation on the Company (or would
                                         have given or might give rise to such a liability but for the availability of any relief,
                                         allowance, deduction or credit);



 


		(ii)	no
                                         accounting period or year of assessment of the Company has ended;



 


		(iii)	no
                                         disposal has taken place or other event occurred which will or may have the effect of
                                         crystallising a liability to Taxation which should have been included in the provision
                                         for deferred Taxation contained in the Accounts if such a disposal or other event had
                                         been planned or predicted at the date on which the Accounts were drawn up;



 


		(iv)	no
                                         payment has been made by the Company which will not be deductible for profits tax (or
                                         its equivalent) purposes either in computing the profits of the Company or in computing
                                         the profits tax chargeable on the Company;



 


		(v)	no
                                         event has occurred with the result that the Company has or will become liable to pay
                                         or bear a liability in respect of Taxation directly or primarily charged against, or
                                         attributable to, another person, firm or company; and



 


		(vi)	the
                                         Company has not paid or become liable to pay any penalty in connection with any Taxation
                                         or otherwise paid any Taxation after its due date for payment or become liable to pay
                                         any Taxation the due date for payment of which has passed or will become prospectively
                                         liable to pay any Taxation the due date for payment of which will fall within 30 days
                                         after the date of this Agreement.



 


		3.9	The
                                         Company has within the time limits prescribed by the relevant legislation duly paid all
                                         tax (including provisional tax), made all returns, given all notices, supplied all other
                                         information required to be supplied to the Inland Revenue Department in Hong Kong and
                                         any other relevant governmental authority (including any governmental authority of a
                                         foreign jurisdiction) and all such information was and remains complete and accurate
                                         in all material respects and all such returns and notices were and remain complete and
                                         accurate in all material respects and were made on a proper basis and do not, nor, to
                                         the best of the knowledge, information and belief of Vendors A, having made due and careful
                                         enquiry, are likely to, reveal any transactions which may be the subject of any dispute
                                         with the Inland Revenue Department in Hong Kong or other relevant authorities and the
                                         Company is not and has not in the last six years been the subject of an Inland Revenue
                                         Department (or equivalent foreign tax authority) investigation or field audit or other
                                         dispute regarding tax or duty recoverable from the Company or regarding the availability
                                         of any relief from Taxation or duty to the Company and there are no facts known to Vendors
                                         A which are likely to cause such an investigation or audit to be instituted or such a
                                         dispute to arise.



 


		3.10	The
                                         Company has duly submitted all claims and disclaimers which have been assumed to have
                                         been made for the purpose of the Accounts.



 






    21 


     


    

 


		3.11	There
                                         are no material and/or unusual arrangements, agreements or undertakings, between the
                                         Company and the Inland Revenue Department in Hong Kong, or any foreign tax authorities,
                                         regarding or affecting the Taxation treatment of the Company.



 


		3.12	The
                                         Company has kept sufficient records in English:



 


		(i)	of
                                         its income and expenditure to enable the assessable profits of its trade, profession
                                         or business to be readily ascertained in compliance with and for the period mentioned
                                         in Section 51C of the Inland Revenue Ordinance or other similar legislation;



 


		(ii)	of
                                         the consideration, in money or money’s worth, payable or deemed to be payable to
                                         it, to its order or for its benefit in respect of the right of use of its land or buildings
                                         or land and buildings to enable the assessable value of its land or buildings or land
                                         and buildings to be readily ascertained in compliance with and for the period mentioned
                                         in Section 57D of the Inland Revenue Ordinance.



 


		3.13	The
                                         Company has duly complied with all requirements to deduct or withhold Taxation from any
                                         payments it has made and has accounted in full to the appropriate authorities for all
                                         amounts so deducted or withheld.



 


		4.	Corporate
                                         Status



 


		4.1	The
                                         Company is duly incorporated, validly existing and in good standing under the laws of
                                         Hong Kong and has all requisite corporate or similar power and authority to own and operate
                                         its properties and assets and to carry on its business as presently conducted and is
                                         duly qualified to do business in Hong Kong.



 


		4.2	No
                                         events or omissions have occurred whereby the constitution, subsistence or corporate
                                         status of the Company has been or is likely to be adversely affected.



 


		4.3	No
                                         order for the appointment of a liquidator has been made and as receiver has been appointed
                                         over the whole or any part of the assets of the Company.



 


		4.4	No
                                         order has been made, or petition presented, or resolution passed for the winding up of
                                         the Company, nor has any distress, execution or other process been levied in respect
                                         of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
                                         judgment or court order outstanding against the Company.



 


		4.5	Save
                                         as contemplated under and this Agreement, as at the Completion Date, there are no pre-emptive
                                         or other outstanding rights, options, warrants, conversion rights or agreements or commitments
                                         of any character relating to the authorised and issued, unissued or treasury shares or
                                         equity interest of the Company and the Company has not issued any debt securities, other
                                         securities, rights or obligations which are convertible into or exchangeable for, or
                                         giving any person a right to subscribe for or acquire, capital or equity interest of
                                         the Company, and no such securities or obligations evidencing such rights are outstanding.



 






    22 


     


    

 


		5.	Accounts
                                         and Management Accounts



 


		5.1	The
                                         Accounts:



 


		(i)	have
                                         been prepared in accordance with generally accepted accounting principles, standards
                                         and practice adopted in Hong Kong;



 


		(ii)	are
                                         true, complete and accurate in all material respects and in particular have made full
                                         provision for all material liabilities or make proper provision for (or contain a note
                                         in accordance with good accounting practice adopted in Hong Kong respecting) all material
                                         deferred or contingent liabilities (whether liquidated or unliquidated) at the date thereof
                                         and have made adequate provision for bad and doubtful debts and for depreciation of the
                                         Company’s fixed assets having regard to their original cost and estimated life;



 


		(iii)	give
                                         a true and fair view of the state of affairs and the financial position of the Company
                                         as at the Accounts Date and of the results of the Company for the financial period ended
                                         on that date;



 


		(iv)	are
                                         not adversely affected by any unusual items which are not disclosed in the Accounts;
                                         and



 


		(v)	any
                                         slow moving, old, obsolescent or excessive stock has been written down appropriately
                                         in the Accounts, any irrevocable work in progress has been wholly written off and the
                                         value attributed in the Accounts to the remaining stock did not exceed the lower of cost
                                         and net realisable value at the Accounts Date and no part of such value is attributable
                                         to stock which is unusable or unsaleable in the normal course of the Company’s
                                         business.



 


		5.2	The
                                         Company has no liability for Taxation of any kind, which has not been provided for in
                                         the Accounts.



 


		5.3	Due
                                         provision has been made in the Accounts for any capital commitment undertaken or authorised
                                         at the Accounts Date as may be appropriate and for any bad or doubtful debt due and payable
                                         to the Company in its own right.



 


		5.4	The
                                         Company is a not member of any partnership or unincorporated company or association.



 


		5.5	Since
                                         the Accounts Date up to and inclusive of Completion Date:



 


		(i)	there
                                         has been no material adverse change in the financial position or business or prospects
                                         of the Company and the Company has entered into transactions and incurred liabilities
                                         only in the ordinary course of business;



 


		(ii)	The
                                         Company has not declared, paid or made nor is proposing to declare, pay or make any dividend
                                         or other distribution;



 


		(iii)	the
                                         business of the Company has been carried on in the ordinary and usual course and in the
                                         same manner (including nature and scope) as in the past, no fixed asset or stock has
                                         been written up nor any debt written off and no unusual or abnormal contract has been
                                         entered into by the Company; and



 


		(iv)	no
                                         asset of the Company has been acquired or disposed of on capital account, or has been
                                         agreed to be acquired or disposed of, otherwise than in the ordinary course of business
                                         and the Company has not disposed of or parted with possession of any of its property
                                         assets (including know how) or stock in trade or made any payments and no contract involving
                                         expenditure by it on capital account has been entered into by the Company and no liability
                                         has been created or has otherwise arisen (other than in the ordinary course of business
                                         as previously carried on).



 






    23 


     


    

 


		5.6	The
                                         Management Accounts have been properly complied by the directors of the Company on the
                                         basis which is consistent with the accounting policies consistently applied and are accurate
                                         in all respects and show a true and fair view of the state of affairs of the Company
                                         and of its results and profits for the financial period ending on the Management Accounts
                                         Date and:



 


		(a)	depreciation
                                         of the fixed assets of the Company has been made at a rate sufficient to write down the
                                         value of such assets to nil not later than the end of their useful working lives;



 


		(b)	the
                                         Management Accounts disclose and make full provision or reserve for all actual liabilities;



 


		(c)	the
                                         Management Accounts disclose and make proper provision or reserve for or note all contingent
                                         liabilities, capital or burdensome commitments and deferred taxation;



 


		(d)	the
                                         bases and policies of accounting of the Company (including depreciation) adopted for
                                         the purpose of preparing the Management Accounts are the same as those adopted for the
                                         purpose of preparing the audited accounts of the Company for each of the preceding accounting
                                         periods since the date of incorporation;



 


		(e)	the
                                         profits and losses of the Company shown in the Management Accounts and for the preceding
                                         accounting periods have not in any material respect been affected by any unusual or exceptional
                                         item or by any other matter which has rendered such profits or losses unusually high
                                         or low; and



 


		(f)	the
                                         accounts receivable shown in the Management Accounts have been collected or will in aggregate
                                         realise the nominal amount thereof less any reserve for bad and doubtful debts included
                                         in the Management Accounts and none of the amounts shown in the Management Accounts in
                                         respect of debtors is represented by debts which were then more than six (6) months overdue
                                         for payment and none of the same has been released or settled for an amount less than
                                         that shown in the Management Accounts. All such debts will be collectible in full within
                                         one hundred and eighty (180) days of the Completion Date subject to the Company using
                                         all reasonable endeavours to collect the same.



 


		6.	Business,
                                         etc. 



 


		6.1	The
                                         Company has not given or permitted to be outstanding any powers of attorney or authority
                                         (expressed or implied) to any party to enter into any contracts, commitments or transactions
                                         (other than the usual authority conferred on its directors in respect of the ordinary
                                         course of business) or pursuant to the banking facilities granted to the Company.



 






    24 


     


    

 


		6.2	The
                                         Company has not entered into any contracts, commitments or transactions other than on
                                         an arms-length basis nor breached or defaulted under any contracts, commitments or transactions.



 


		6.3	There
                                         are no existing circumstances which indicate that as a result of the consummation of
                                         this Agreement:



 


		(i)	the
                                         existing level of business of the Company may be substantially reduced; and



 


		(ii)	the
                                         Company will lose the benefit of any right or privilege which it enjoys.



 


		6.4	Compliance
                                         with the terms of this Agreement does not and will not :



 


		(i)	conflict
                                         with, or result in the breach of, or constitute a default under, any of the terms, conditions
                                         or provisions of any agreement or instrument to which the Company is a party, or any
                                         provision of the memorandum or articles of association or equivalent constitutive documents
                                         of the Company or any Encumbrance, lease, contract, order, judgment, award, injunction,
                                         regulation or other restriction or obligation of any kind or character by which or to
                                         which any asset of the Company is bound or subject;



 


		(ii)	relieve
                                         any person from any obligation to the Company (whether contractual or otherwise), or
                                         enable any person to determine any obligation, or any right or benefit enjoyed by the
                                         Company, or to exercise any right, whether under an agreement with, or otherwise in respect
                                         of, the Company;



 


		(iii)	result
                                         in the creation, imposition, crystallisation or enforcement of any Encumbrances whatsoever
                                         on any of the assets of the Company; or



 


		(iv)	result
                                         in any present or future indebtedness of the Company becoming due, or capable of being
                                         declared due and payable, prior to its stated maturity.



 


		6.5	The
                                         Company has, at all times, carried on its business and conducted its affairs in all respects
                                         in accordance with its memorandum and articles of association or equivalent constitutive
                                         documents for the time being in force and any other documents to which it is, or has
                                         been, a party.



 


		6.6	The
                                         Company is empowered and duly qualified to carry on business in Hong Kong.



 


		6.7	The
                                         Company is not a party to any undertaking or assurances given to any court or governmental
                                         agency, which is still in force.



 


		6.8	The
                                         Company has conducted and is conducting its business in all respects in accordance with
                                         all applicable laws and regulations of Hong Kong.



 


		6.9	The
                                         Company is not in breach of any of the terms or conditions of any of the licences or
                                         consents; the enforcement of this Agreement shall not, and there are no factors that
                                         might, in any way prejudice the continuation, or renewal, of any of them.



 






    25 


     


    

 


		6.10	The
                                         Company is not a party to any contract, transaction, arrangement or liability which:



 


		(i)	is
                                         of an unusual or abnormal nature, or outside the ordinary and proper course of business;
                                         or



 


		(ii)	cannot
                                         readily be fulfilled or performed by it on time without undue, or unusual, expenditure
                                         of money, effort or personnel.



 


		6.11	No
                                         notice, demand or claim of default under any agreement, instrument or arrangement to
                                         which the Company is a party has been received by the Company and is outstanding against
                                         it and there is nothing whereby any such agreement, instrument or arrangement may be
                                         prematurely terminated or rescinded by any other party.



 


		6.12	Vendors
                                         A are not aware of:



 


		(i)	any
                                         party to any agreement with, or under an obligation to, the Company who is in default
                                         under it, being a default which would be material in the context of the Company’s
                                         financial position; and



 


		(ii)	any
                                         circumstances likely to give rise to such a default.



 


		6.13	Insofar
                                         as Vendors A are aware, the Company has not supplied services or products which are,
                                         or were, or will become faulty or defective, or which do not comply in any material respect
                                         with any warranties or representations, expressly or impliedly made by it, or with all
                                         applicable regulations and requirements.



 


		7.	Corporate
                                         Records and Procedures etc. 



 


		7.1	The
                                         copy of the memorandum and articles of association or the equivalent constitutive documents
                                         of the Company delivered to the Purchaser is accurate, update and complete in all respects.



 


		7.2	No
                                         alteration has been made to the memorandum or articles of association or the equivalent
                                         constitutive documents of the Company and no resolution of any kind of the shareholders
                                         of the Company has been passed (other than resolutions relating to the business at annual
                                         general meetings which was not special business) without disclosure in writing to the
                                         Purchaser.



 


		7.3	The
                                         Company has fully and punctually observed and complied with its obligations under the
                                         relevant companies legislations and the relevant statutes and all returns, particular
                                         resolutions and other documents (if any) required to be filed have been properly and
                                         punctually filed.



 


		7.4	The
                                         register of members of the Company is and will at Completion be correct. There has been
                                         no notice of any proceedings to rectify the register, and there are no circumstances
                                         which might lead to any application for rectification of the register, nor will there
                                         be any such circumstances at or before Completion.



 


		8.	Directors



 


Other
than the directors set out in Schedule 1, the Company has no other director.


 






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		9.	Dispute,
                                         Claims and Litigation



 


		9.1	The
                                         Company is not engaged in any litigation or arbitration proceedings, as plaintiff or
                                         defendant; there are no proceedings pending or threatened, either by or against the Company;
                                         and no circumstances exist which are likely to give rise to any litigation or arbitration.



 


		9.2	There
                                         is no dispute with any revenue, or other official, department or other regulatory authority
                                         in Hong Kong, in relation to the affairs of the Company, and the Company and Vendors
                                         A are not aware of any facts which may give rise to any dispute.



 


		9.3	No
                                         order has been made, or petition presented, or resolution passed for the winding up of
                                         the Company; nor has any distress, execution or other process been levied in respect
                                         of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
                                         judgment or court order outstanding against the Company.



 


		9.4	The
                                         Company has conducted its business and dealt with its assets in all material respects
                                         in accordance with all applicable legal and administrative requirements in Hong Kong.



 


		9.5	The
                                         Company has not committed any criminal act or material breach of contract or statutory
                                         duty or any tortious or other unlawful act.



 


		9.6	No
                                         unsatisfied judgment is outstanding against the Company.



 


		10.	Liabilities



 


		10.1	The
                                         Company does not have, as at the Accounts Date, any material liabilities or financial
                                         commitment except as disclosed in the Accounts.



 


		10.2	All
                                         loans and accrued expenses incurred before Completion have been either waived or settled,
                                         save for those as agreed between Vendors A and the Purchaser.



 


		11.	Agents



 


		11.1	There
                                         are in force no powers of attorney or any special authorities given by the Company other
                                         than those given in the ordinary course of business.



 


		11.2	Other
                                         than in the ordinary course of business, the Company has not ever entered into an agreement
                                         under which any person has been given representative or agency rights or powers.



 


		12.	Acquisition
                                         of the Consideration Shares



 


		12.1	Vendors
                                         A understand that the Consideration Shares are “restricted securities” and
                                         have not been registered under the Securities Act of 1933, as amended (the “Securities
                                         Act”) or any applicable state securities law and are acquiring the Consideration
                                         Shares as principal for their own account and not with a view to or for distributing
                                         or reselling the Consideration Shares or any part thereof in violation of the Securities
                                         Act, have no present intention of distributing any of such Consideration Shares in violation
                                         of the Securities Act and have no direct or indirect arrangement or understandings with
                                         any other persons to distribute or regarding the distribution of such Consideration Shares
                                         in violation of the Securities Act. Vendors A understand that the Consideration Shares
                                         may only be disposed of in compliance with the Securities Act. In connection with any
                                         transfer of the Consideration Shares other than pursuant to an effective registration
                                         statement, CLNT may require the transferor thereof to provide CLNT with an opinion of
                                         counsel selected by the transferor and reasonably acceptable to CLNT, the form and substance
                                         of which opinion shall be reasonably satisfactory to CLNT, to the effect that such transfer
                                         does not require registration of such transferred Consideration Shares under the Securities
                                         Act.



 






    27 


     


    

 


		12.2	Vendors
                                         A hereby represent that they have satisfied themselves as to the full observance of the
                                         laws of its jurisdiction in connection with any invitation to subscribe for the Consideration
                                         Shares, including (i) the legal requirements within its jurisdiction for the acquisition
                                         of the Consideration Shares, (ii) any foreign exchange restrictions applicable to such
                                         purchase, (iii) any governmental or other consents that may need to be obtained, and
                                         (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
                                         holding, redemption, sale, or transfer of the Consideration Shares. Vendors A beneficial
                                         ownership of the Consideration Shares will not violate any applicable securities or other
                                         laws of the Vendors A’s jurisdiction.



 


		12.3	Vendors
                                         A, either alone or together with their representatives, have such knowledge, sophistication
                                         and experience in business and financial matters so as to be capable of evaluating the
                                         merits and risks of the acquisition of the Consideration Shares, and have so evaluated
                                         the merits and risks. Vendors A are able to bear the economic risk of the Consideration
                                         Shares and, at the present time, are able to afford a complete loss of the Consideration
                                         Shares.



 


		12.4	Vendors
                                         A are not, to each of their knowledge, acquiring the Consideration Shares as a result
                                         of any advertisement, article, notice or other communication regarding the Consideration
                                         Shares published in any newspaper, magazine or similar media or broadcast over television
                                         or radio or presented at any seminar or any other general solicitation or general advertisement.



 


		12.5	Vendors
                                         A acknowledge that they have had the opportunity to review any and all documents and
                                         has been afforded (i) the opportunity to ask such questions as they have deemed necessary
                                         of, and to receive answers from, representatives of CLNT concerning the Consideration
                                         Shares; and (ii) access to information about CLNT and its financial condition, results
                                         of operations, business, properties, management and prospects sufficient to enable it
                                         to evaluate the transaction. Vendors A acknowledge and agree that CLNT has not provided
                                         Vendors A with any information or advice with respect to the Consideration Shares nor
                                         is such information or advice necessary or desired.



 


		12.6	Neither
                                         Vendors A nor any person acting on their behalf has engaged, nor will engage, in any
                                         directed selling efforts to a U.S. Person (as defined in the Securities Act) with respect
                                         to the Consideration Shares and each of Vendors A and any person acting on their behalf
                                         has complied and will comply with the “offering restrictions” requirements
                                         of Regulation S. The transactions contemplated hereby have not been pre-arranged with
                                         a buyer located in the United States or with a U.S. Person, and are not part of a plan
                                         or scheme to evade the registration requirements of the Securities Act. Neither Vendors
                                         A nor any person acting on their behalf has undertaken or carried out any activity for
                                         the purpose of, or that could reasonably be expected to have the effect of, conditioning
                                         the market in the United States, its territories or possessions, for any of the Consideration
                                         Shares. Vendors A agree not to cause any advertisement of the Consideration Shares to
                                         be published in any newspaper or periodical or posted in any public place and not to
                                         issue any circular relating to the Consideration Shares, except such advertisements that
                                         include the statements required by Regulation S, and only offshore and not in the U.S.
                                         or its territories, and only in compliance with any local applicable securities laws.



 






    28 


     


    

 


		12.7	Vendors
                                         A understand that the Consideration Shares and any securities issued in respect of or
                                         exchange for the Consideration Shares, may be notated with one or all of the following
                                         legends, as applicable:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”








 






    29 


     


    

 


Part
B


 


	1.	General




 


		1.1	The
                                         contents of the Recitals of and Schedule 1 and Schedule 2 to this Agreement are true
                                         and accurate.



 


		1.2	The
                                         execution and performance of this Agreement will not conflict with or result in a breach
                                         of or be a reason for the termination or variation of any agreement or obligation to
                                         which the Company is now a party or any of the Company or its assets are or may be bound
                                         or affected or be in material violation of any material law, rule or regulation of any
                                         governmental, administrative or regulatory body or any order, injunction or decree of
                                         any judicial, administrative, regulatory or governmental body affecting the Company.



 


		1.3	Vendor
                                         B has, on the date of this Agreement and on Completion, full and unfettered right, power
                                         and authority to enter into this Agreement and assume all of its obligations hereunder
                                         and no further actions or proceedings are necessary on its part in connection with the
                                         execution, delivery and performance by them of this Agreement.



 


		1.4	This
                                         Agreement constitutes valid and legally binding obligations on the part of Vendor B enforceable
                                         in accordance with its terms.



 


		1.5	Vendor
                                         B is the legal and beneficial owners of the relevant Sale Shares and is entitled to sell
                                         and transfer the relevant Sale Shares and pass the full legal and beneficial ownership
                                         thereof with all rights thereto to the Purchaser or its nominee on the terms of this
                                         Agreement. The relevant Sale Shares is issued and fully paid and is beneficially owned
                                         by Vendor B free from all Encumbrances. The relevant Sale Shares constitutes 50% of the
                                         issued share capital of the Company.



 


		2.	Acquisition
                                         of the Consideration Shares



 


		2.1	Vendor
                                         B understands that the Consideration Shares are “restricted securities” and
                                         have not been registered under the Securities Act of 1933, as amended (the “Securities
                                         Act”) or any applicable state securities law and are acquiring the Consideration
                                         Shares as principal for their own account and not with a view to or for distributing
                                         or reselling the Consideration Shares or any part thereof in violation of the Securities
                                         Act, have no present intention of distributing any of such Consideration Shares in violation
                                         of the Securities Act and have no direct or indirect arrangement or understandings with
                                         any other persons to distribute or regarding the distribution of such Consideration Shares
                                         in violation of the Securities Act. Vendor B understands that the Consideration Shares
                                         may only be disposed of in compliance with the Securities Act. In connection with any
                                         transfer of the Consideration Shares other than pursuant to an effective registration
                                         statement, CLNT may require the transferor thereof to provide CLNT with an opinion of
                                         counsel selected by the transferor and reasonably acceptable to CLNT, the form and substance
                                         of which opinion shall be reasonably satisfactory to CLNT, to the effect that such transfer
                                         does not require registration of such transferred Consideration Shares under the Securities
                                         Act.



 






    30 


     


    

 


		2.2	Vendor
                                         B hereby represents that it has satisfied itself as to the full observance of the laws
                                         of its jurisdiction in connection with any invitation to subscribe for the Consideration
                                         Shares, including (i) the legal requirements within its jurisdiction for the acquisition
                                         of the Consideration Shares, (ii) any foreign exchange restrictions applicable to such
                                         purchase, (iii) any governmental or other consents that may need to be obtained, and
                                         (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
                                         holding, redemption, sale, or transfer of the Consideration Shares. Vendor B beneficial
                                         ownership of the Consideration Shares will not violate any applicable securities or other
                                         laws of the Vendor B’s jurisdiction.



 


		2.3	Vendor
                                         B, either alone or together with their representatives, have such knowledge, sophistication
                                         and experience in business and financial matters so as to be capable of evaluating the
                                         merits and risks of the acquisition of the Consideration Shares, and have so evaluated
                                         the merits and risks. Vendor B is able to bear the economic risk of the Consideration
                                         Shares and, at the present time, are able to afford a complete loss of the Consideration
                                         Shares.



 


		2.4	Vendor
                                         B is not, to its knowledge, acquiring the Consideration Shares as a result of any advertisement,
                                         article, notice or other communication regarding the Consideration Shares published in
                                         any newspaper, magazine or similar media or broadcast over television or radio or presented
                                         at any seminar or any other general solicitation or general advertisement.



 


		2.5	Vendor
                                         B acknowledges that it has had the opportunity to review any and all documents and has
                                         been afforded (i) the opportunity to ask such questions as they have deemed necessary
                                         of, and to receive answers from, representatives of CLNT concerning the Consideration
                                         Shares; and (ii) access to information about CLNT and its financial condition, results
                                         of operations, business, properties, management and prospects sufficient to enable it
                                         to evaluate the transaction. Vendor B acknowledges and agrees that CLNT has not provided
                                         Vendor B with any information or advice with respect to the Consideration Shares nor
                                         is such information or advice necessary or desired.



 


		2.6	Neither
                                         Vendor B nor any person acting on their behalf has engaged, nor will engage, in any directed
                                         selling efforts to a U.S. Person (as defined in the Securities Act) with respect to the
                                         Consideration Shares and each of Vendor B and any person acting on their behalf has complied
                                         and will comply with the “offering restrictions” requirements of Regulation
                                         S. The transactions contemplated hereby have not been pre-arranged with a buyer located
                                         in the United States or with a U.S. Person, and are not part of a plan or scheme to evade
                                         the registration requirements of the Securities Act. Neither Vendor B nor any person
                                         acting on their behalf has undertaken or carried out any activity for the purpose of,
                                         or that could reasonably be expected to have the effect of, conditioning the market in
                                         the United States, its territories or possessions, for any of the Consideration Shares.
                                         Vendor B agrees not to cause any advertisement of the Consideration Shares to be published
                                         in any newspaper or periodical or posted in any public place and not to issue any circular
                                         relating to the Consideration Shares, except such advertisements that include the statements
                                         required by Regulation S, and only offshore and not in the U.S. or its territories, and
                                         only in compliance with any local applicable securities laws.



 






    31 


     


    

 


		2.7	Vendor
                                         B understands that the Consideration Shares and any securities issued in respect of or
                                         exchange for the Consideration Shares, may be notated with one or all of the following
                                         legends, as applicable:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”





 






    32 


     


    

 


SCHEDULE
4

PURCHASER WARRANTIES


 


		1.	The
                                         Purchaser has, on the date of this Agreement and on Completion, full and unfettered right,
                                         power and authority to enter into this Agreement and assume all of its obligations hereunder
                                         and no further actions or proceedings are necessary on its part in connection with the
                                         execution, delivery and performance by it of this Agreement.



 


		2.	The
                                         Purchaser is a company duly incorporated and validly existing under the laws of BVI.



 


		3.	This
                                         Agreement constitutes valid and legally binding obligations on the part of the Purchaser
                                         enforceable in accordance with its terms.



 


		4.	All
                                         information given by the Purchaser or its agents or professional advisers to the Vendor
                                         or its employees, agents or professional advisers was, when given, and is now true, accurate
                                         and complete in all respects.



 


		5.	Subject
                                         to the fulfillment of the Conditions Precedent, all necessary consents, authorisations
                                         and approvals of and all necessary registrations and filings with any governmental or
                                         regulatory agency or body required in Hong Kong and the BVI for or in connection with
                                         this Agreement and the performance of the terms thereof have been obtained or made or
                                         will have been obtained or made by Completion.



 


		6.	All
                                         the Consideration Shares to be issued and allotted by CLNT to the Vendors will be duly
                                         authorised, validly issued and fully paid up and none of such shares will be issued in
                                         violation of the memorandum and articles of association of CLNT or the terms of any agreement
                                         or laws and regulations by which CLNT or its shareholders were or are bound, if any.



 






    33 


     


    

 





SCHEDULE
5

DISCLOSURE LETTER


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


34