Draft- Share sale and purchase agreement （原案）

DRAFT SHARE SALE AND PURCHASE AGREEMENT THIS AGREEMENT is made on the ……… of January 2022 at Chattogram, Bangladesh BETWEEN: 1. a) CBC Company Ltd., a company incorporated and existing under the laws of Japan, represented by duly empowered and authorized Mr. Tetsuro Kimura (holding Japanese Passport No………………………..) of CBC CO. Ltd., 2-15-13, Tsukishima, Chuo-Ku, Tokyo-104-0052, Japan. b) RICOH Industrial Solutions Inc., a company incorporated and existing under the laws of Japan, represented by duly empowered and authorized Mr. Hiroshi Takemoto (holding Japanese Passport No…………………..) of 10-109 Ohata Hanamaki-City, Iwate 025-0394, Japan. c) Mr. Tetsuro Kimura (holding Japanese Passport No……….………….) of CBC CO. Ltd., 2-15-13, Tsukishima, Chuo-Ku, Tokyo-104-0052, Japan, a Japanese national. d) Mr. Yasufumi Matsuo (holding Japanese Passport No…………….…..) of CBC CO. Ltd., 2-15-13, Tsukishima, Chuo-Ku, Tokyo-104-0052, Japan, a Japanese national. e) Mr. Ryuichi Usui (holding Japanese Passport No…………………..…..) of CBC CO. Ltd., 2-15-13, Tsukishima, Chuo-Ku, Tokyo-104-0052, Japan, a Japanese national. f) Mr. Kanichiro Saito (holding Japanese Passport No…………………....) of CBC CO. Ltd., 2-15-13, Tsukishima, Chuo-Ku, Tokyo-104-0052, Japan, a Japanese national. (The persons as stated above under serial number 1 of this agreement are hereinafter collectively referred to as the “SELLERS”, which term shall, unless repugnant to the context thereof, shall include its successors-in-interest, administrators, receivers, heirs, nominee and lawful assigns) -AND- 2. a) Mr. Sang Gi Lee, (holding South Korean Passport No…………………………….....) of 276(12/13) Sang nam-Dong, Changwon-Si. Gyeong Sangnam-Do. South Korea. b) Mrs. Eun Young Sung, wife of Mr. Sang Gi Lee, (holding South Korean Passport No……………………..……..) of 276(12/13) Sang nam-Dong, Changwon-Si. Gyeong Sangnam-Do. South Korea. (The persons as stated above under serial number 2 of this agreement hereinafter jointly referred to as the “PURCHASERS”, which term shall include, unless repugnant to the context thereof, their heirs, nominee, executors and lawful assigns) -AND- 3. CBC OPTICAL INDUSTRIES BD Co., Ltd a private company limited by shares, incorporated and existing under the laws of Bangladesh, having its registered office at Plot Nos. 16 & 17, Sector-03, Karnaphuli Export Processing Zone, North Patenga, Chattogram, represented by its Managing Director Mr. Yasufumi Matsuo (hereinafter referred to as the “Company”) WHEREAS: The authorized capital of the Company is Taka 700,000,000 divided into 7,000,000 shares of Tk 100 each and paid-up capital of the Company is Tk. 610,000,000/- divided into 6,100,000 shares of Tk 100 each. the Sellers own 100% of the issued and paid-up share capital of the Company; the company possess two plots bearing numbers 16 & 17 having an area of 3845.60 Sq. meters of land of Karnaphuli Export Processing Zone (KEPZ) Area under long term lease agreement executed by and between the Company and Bangladesh Export Processing Zones Authority (BEPZA) the Sellers wishes to sell its entire shareholding in the Company, i.e., 6,100,000 (Six million one hundred thousand) ordinary shares of Taka 100 each along with possession of plot numbers 16 & 17 of KEPZ and all civil constructions made on the aforesaid plots of land with all other infrastructure, connections, permissions, licenses, logistics and utilities but excluding all machineries used exclusively for the purpose of production and closing inventories as recorded and reflected in the bond register (Customs Record) (hereinafter referred to as “Sale Shares”), on and subject to the terms and conditions of this Agreement; the Purchaser wishes to buy the Sale Shares as proposed under clause (D) as stated here in above from the Sellers on and subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual undertakings herein and mutual benefits to be derived hereunder, intending to be legally bound, the parties to this Agreement hereby agree as follows: 1. SALE AND PURCHASE 1.1 Sale and Purchase: Subject to the terms and conditions set forth in this Agreement, the Sellers shall sell and transfer to the Purchasers the Sale Shares without any encumbrance whatsoever and shall relinquish all its title, ownership and claim in respect of the Sale Shares. 1.2 Consideration: The consideration from the Purchasers to Sellers for the sale and transfer of the Sale Shares is an aggregate amount of the equivalent of USD 3,300,000 (US Dollar Three million three hundred thousand), subject to applicable tax and withholding if any (hereinafter referred to as “the Purchase Price”). The purchase price includes all security money deposited to BEPZA, Regulators, Authority and any other persons by the Company against Lease, utility connection and all other matters. 1.3 Payment: The payment of the Purchase Price shall be completed in the following sequence: 10% of the purchase price, i.e USD 330,000 (US Dollar Three hundred thirty thousand) shall be paid by the purchasers to the sellers on the date of signature and execution of this agreement. Within a period of 3 (three) business days of execution of this Agreement, the Sellers will make the following applications. to BEPZA for No Objection Certificate (NOC) for transfer of shares by the sellers to the purchasers. to concerned lien bank for no liability certificate to the effect of the import, export, guarantee and any other purposes of the Company. (b) After the requisite permissions have been obtained, the Sellers shall inform the Purchasers about obtaining such NOC/Permissions/ Certificates and thereafter the authorized representative of the Sellers shall deliver to the Purchasers in Bangladesh in person the following: No Objection Certificate (NOC) from BEPZA no liability certificate from lien Bank. certified extract of the Board Resolution of CBC Company Ltd., Japan and RICOH Industrial Solutions Inc., Japan to the effect that entire shareholdings of both the companies would be transferred and empowering the representative to execute necessary documents for effecting the transfer of the Sale Shares in favour of the Purchasers; (c) The Purchasers shall make payment to the Sellers 45% of the purchase price i.e USD 1,485,000 (US Dollar One million four hundred and eighty-five thousand) to the Sellers within three (3) business days of fulfillment of the obligations under sub-clause (b) above. (d) The Purchasers shall make payment of the balance 45% i.e USD 1,485,000 (US Dollar One million four hundred and eighty-five thousand) to the Sellers within three (3) business days of signature and execution of all necessary papers and documents relating to transfer of shares, submission of share transfer documents to the office of the Registrar of Joint Stock Companies and Firms (RJSC) and record of transfer of above share transfer documents by RJSC. 1.4 Stamp duty of share transfer: An amount of Tk. 91,50,000/- would be required for stamp duty for share transfer of the sale shares which will be paid equally by the Sellers and the Purchasers, 50% each. 1.5 Other obligations: i) The Sellers shall transfer/lift/move all the machineries out of the factory, if any, used exclusively for the purpose of production and as recorded in the customs bond register along with all the closing inventories, if any, as recorded and reflected in the bond register (Customs Record) of the Company after having appropriate permission from the competent Authority at the expenses, risk and responsibility of the Sellers before signature and execution of share transfer documents. ii) the purchasers shall co-operate the Sellers to obtain NOC from BEPZA regarding transfer of shares and shall complete custom bond audit at the cost of the purchasers. Provided that if any liability arises on account of import duty and taxes relating custom bond audit till the date of share transfer, such liability shall be borne and paid by the Sellers. iii) all liabilities such as payable to employees, utilities, Customs, Value Added Tax (VAT), Income tax, BEPZA, Bank, Government, suppliers, creditors, BEPZA and of all other nature of the Company till the date of share transfer will be borne and paid by the Sellers. Provided that if any liability arises in future for the period till the date of transfer of shares that liability shall be borne and paid by the Sellers. iv) all the terms, conditions and obligations of this agreement is subject to peaceful continuation of the possession of plot numbers 16 & 17 having land measuring 3845.60 Sq. Meters of KEPZ as mentioned here in above by the company after issuance of NOC by BEPZA. v) certificates issued by the statutory auditors of the Company shall be obtained and provided by the Sellers to the purchasers to the effect that the Company has no liability with BEPZA, Income tax, VAT, Customs, Government, Suppliers, Employees, Lien Bank, creditors, others and Provident fund before execution of share transfer documents. vi) the Sellers shall obtain and provide valuation certificate to the Purchasers as required by FEID Circular No.-1, date: May 06, 2018 of Foreign Exchange Investment Department of Bangladesh Bank before execution of share transfer documents. vii) if this agreement is terminated by the Sellers or by the Purchasers severally or jointly the party who terminates the agreement shall be liable to a penalty of USD 330,000 to be paid to the other party. viii) if this agreement is not executed or terminated by written consent of the parties of this agreement, then the amount paid by the Purchasers to the Sellers shall be refunded by the Sellers to the Purchasers within one business day from the date of termination under this clause. ix) the sellers shall handover the possession of the land, building and civil constructions on the land, all infrastructure and utilities but except machineries and closing inventories as stated here in above of this agreement and all records/ documents/ licenses/ permissions/ deeds of the Company to the Purchasers before the date of execution of share transfer documents. 2. REPRESENTATIONS AND WARRANTIES The Sellers and the Company hereby jointly and severally make each of the representations and warranties for the benefit of the Purchasers: 2.1 Authorization: The Sellers has full legal right, power and authority to enter into this Agreement and to sell the Sale Shares pursuant to and in accordance with this Agreement. This Agreement has been duly executed and delivered by the Sellers and the Company and constitutes the legal, valid and binding agreement of Sellers and the Company, enforceable against them and in accordance with the terms of this Agreement. 2.2 No Conflict: Neither execution and delivery of this Agreement, nor the performance of the transactions contemplated hereby will: (i) violate or contravene any provision of law which is applicable to Sellers and the Company, (ii) violate, conflict with, or result in the breach of, any provisions of the Memorandum and Articles of Association of the Company or any agreement to which the Company or the Sellers is party to; or (c) conflict with, or result in a material breach of any provision of any agreement or instrument to which Sellers or the Company is a party or by which the Sellers and the Company or any of their or its properties or assets is bound. 2.3 Corporate Existence; Assets; Contracts: There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Sellers and the Company whether voluntary or involuntary. The Sellers or any party related thereto does not have, or plan on having, any oral or written understanding or contracts which involve the Company’s business, license, properties or assets. 2.4 Litigation/Claims/Liability: To the best knowledge of the Sellers, there is no claim, action or suit against the Sellers related to its shareholding in the Company or the Sale Shares. 3. CERTAIN COVENANTS, UNDERTAKINGS AND AGREEMENTS 3.1 From the date of this Agreement until the discharge of all obligations under this Agreement, the Sellers undertakes that it shall not do, or cause to be done, anything that may have a material adverse effect to the obligations set out in this Agreement. 3.2 The Sellers undertakes to provide the Purchasers and the Company with any and all assistance reasonably requested and to take all necessary actions to procure the smooth transfer of full ownership in respect of the Sale Shares and the recording and registration of the transfer as may be applicable. 4. MISCELLANEOUS 4.1 Costs and Expenses: Except as otherwise provided for in this Agreement, each party to this Agreement shall pay its own costs, charges and expenses (including taxation) incurred in connection with the negotiation, preparation and implementation of this Agreement. 4.2 Benefit of Agreement/Assignment: This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, heirs and permitted assigns only. 4.3 Amendments: This Agreement may be amended only by a written instrument executed by the Parties to this Agreement. 4.4 Severability: If any provision (or provisions) of this Agreement is deemed illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity and enforceability of any other part of this Agreement, which shall be construed as if such illegal, invalid or unenforceable provision (or provisions) had not been inserted in this Agreement, unless the severability of such illegal, invalid or unenforceable part would destroy the underlying business purposes of this Agreement; in which case the Parties shall negotiate in good faith to replace such illegal, invalid or unenforceable provision (or provisions) with a legal, valid and enforceable provision (or provisions) which carries out the original intent of the Parties. 4.5 Entire Agreement: The Parties agree that this Agreement expresses all of the agreements, understandings, promises, and covenants between the Parties, and that they supersede all prior and contemporaneous negotiations, understandings and agreements regarding the subject matter hereof and thereof; whether valid or binding on any party. 4.6 Counterparts: This Agreement shall be executed in 2 (two) counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the parties as of the day and year first above written. SIGNED, SEALED and DELIVERED For and on behalf of THE SELLERS, CBC Company Ltd. ______________________________ Represented by: Mr. Tetsuro Kimura RICOH Industrial Solutions Inc. __________________________ Represented by: Mr. Hiroshi Takemoto Mr. Tetsuro Kimura _____________________________ Name: Mr. Tetsuro Kimura Mr. Yasufumi Matsuo _____________________________ Name: Mr. Yasufumi Matsuo Mr. Ryuichi Usui _____________________________ Name: Mr. Ryuichi Usui Mr. Kanichiro Saito _____________________________ Name: Mr. Kanichiro Saito SIGNED, SEALED and DELIVERED For and on behalf of PURCHASERS Mr. Sang Gi Lee ____________________________ Name: Mr. Sang Gi Lee Mrs. Eun Young Sung ___________________________ Name: Mrs. Eun Young Sung SIGNED, SEALED and DELIVERED For and on behalf of The Company, CBC OPTICAL INDUSTRIES BD Co., Ltd ____________________________ Name: Mr. Yasufumi Matsuo Designation: Managing Director IN WITNESS WHEREOF: Name: Address: Name: Address: