You are on page 1of 4

PARTICIPATION PURCHASE AGREEMENT

AN AGREEMENT made this day, the 18th of January, 2017 in __________

BETWEEN

SUPREME JEWELL LIMITED, a company incorporated under the laws of


Hong Kong, whose registered address is at: 22F Double Building 22
Stanley Street Central Hong Kong (hereinafter referred to as the “Buyer”),
represented by its Director, on behalf of which the Authorized signer of
Richwell Fortune Holding Company, Felix Faeh, acting on the basis of the
Articles of Association, of the first part, and

AND

JIMBERLY (BVI), a company registered in the (Country) having registered


address at (Address) (hereinafter referred to as “Seller”), duly
represented herein by the Director (name of Director), acting on the basis
of the Articles of Association, on the second part.

WHEREAS

The Seller has represented and warranted to the Buyer, that it holds
participation on Heliopark Hotel Management GmbH (hereinafter
referred to as ‘Company’), a Limited Liability Company registered in the
country of Cyprus located at 3 Temistocles Dervis Street, Julia House, CY-
1066, Nicosia, Cyprus and that is held free of any charges, encumbrances,
pledges or other burdens whatsoever.

AND WHEREAS

The Seller has expressed an interest to sell its 100% participation in the
Company to the Buyer, and the Buyer has expressed an interest to buy
such participation.

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. The introduction is deemed to be an inseparable and integral part of


this Agreement.

2. The purchase price for the 100% Participation in the Company is hereby
agreed to EUR 50,000 (Fifty Thousand).

3. The Buyer shall pay a consideration of EUR 50,000 (Fifty Thousand) in


full until (insert payment due date)

4. The Seller shall provide the Buyer Instrument of transfer of aforesaid


participation in the day of signing the present Agreement
5. The Seller shall take actions required for the registration of transfer of
ownership right for the Securities in the Issuer`s Register after the signing
of the present Agreement.

6. Warranties

a. The Seller acknowledges that the Seller Warranties contained in this


Agreement, including those set forth in this Clause 7 and in Clause 8, are
material inducements to the Buyer entering into this Agreement and that
the Buyer is entering into this Agreement on the basis of, and in reliance on
the Seller Warranties.

b. The Buyer warrants and represents to the Seller that each Buyer
Warranty is true, accurate and not misleading on the date of this Agreement
and Completion.

c. The Seller warrants and represents to the Buyer that each Seller
Warranty is true, accurate and not misleading on the date of this Agreement
and upon Completion.

d. Each of the parties represents and warrants that it has the capacity to
enter into this Agreement, that each of the signatories below has the
proper authority to carry out such execution, and that execution of this
Agreement by its signatories below constitutes a valid execution of such
Agreement, in accordance with its own Articles of Association.

7. Seller Warranties

a. The Seller’s participation is free and clear of any claim, lien, option,
claim, restriction, encumbrance, or agreement of any kind or any third party
rights (including, but not limited to, any promise of sale) has no knowledge
of any basis for the assertion of any claim, restriction or encumbrance of
any kind whatsoever.

b. The Company duly organized, is validly existing and is in good standing


under the laws of Germany.

c. To the best of the Seller’s knowledge (i) there is no action, suit, claim, or
proceeding pending or threatened against or affecting the Company; (ii)
there is no judgment, decree, order, injunction, writ or rule of any court,
governmental department, commission, agency, instrumentality or
authority or any arbitrator outstanding against the Company; and (iii) there
is no valid basis for any claim, action, suit, investigation or proceedings that
could reasonably be expected to have a material adverse effect on the
Company.

d. The Company is not bound by any agreement or contract of any kind,


verbal or written, have not issued any Power of Attorneys.

e. All information provided by or on behalf of the Seller to the Buyer and/or


its agents is true, correct, and complete in all material respects, and
nothing material thereto has been omitted.
f. The Company has complied in all material respects with the provisions of
all returns, particulars, minutes, resolutions and other documents required
to be filed with or delivered to as mandated by the laws of Germany, have
in all material respects been correctly and properly prepared and so filed
and delivered. The Company’s register of members and other statutory
books and records (financial and otherwise) have in all material respects
been properly kept in accordance with the applicable laws and contain in all
material respects an accurate and complete record of all matters required
to be entered therein.

g. Insolvency Proceedings have not been commenced in relation to the


Company or (if applicable) any part of its assets or undertakings.

8. Buyer Warranties and Undertakings

a. The Buyer is a corporation duly organized, validly existing and in good


standing under the laws of Hong Kong.

b. The Buyer has full power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby.

c. The execution and delivery of this Agreement and consummation of the


transactions contemplated hereby have been duly and validly approved by
the board of directors and memmbers of the Buyer.

d. The execution, delivery and performance of this Agreement by the Buyer


is not prohibited or limited by, and will not result in or constitute the breach
of or a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under (i) any constitutional document of the
Buyer, (ii) any license, lease, agreement or other instrument or obligation
binding on the Buyer or (iii) any applicable law, regulation, order, writ,
injunction or decree or any court or government instrumentality. This
Agreement has been duly executed and delivered by the Buyer and
constitutes a valid binding obligation of the Buyer, enforceable in
accordance with its terms.

9. All Terms and Conditions of the present Agreement are of the essence
and any breach of them by either Party will give the injured Party right to
claim damages and all costs attached thereto.

10. The present Agreement shall be regulated by Hong Kong Law. Any
dispute and/or claim and/or differences arising out and/or in connecting
with the validity and/or termination and/or the performance and/or the
interpretation of this agreement shall be referred to arbitration in
accordance with the Law of Hong Kong. The arbitration shall be held in
Hong Kong and the language to be used in the arbitration shall be English.

11. Any notice or communication under this Agreement shall be in


writing and delivered personally or sent by commercial courier to the
registered address of the addressee, or in each case to such other address
as the respective party may from time to time specify in writing to the
other. Any notice shall be deemed to have been served when actually
delivered.
12. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and permitted assigns;
provided, however, that neither party may transfer or assign the rights or
obligations arising from this Agreement to any third party without the prior
agreement of the other Party hereto.

13. A failure by any party to exercise or any delay, forbearance or


indulgence by any party in exercising any right, power or remedy under
this Agreement shall not operate as a waiver of that right, power or
remedy or preclude its exercise at any subsequent time or on any
subsequent occasion. The single or partial exercise of any right, power or
remedy shall not preclude any other or further exercise of that right,
power or remedy or the exercise of any other right, power or remedy. The
rights, powers and remedies provided in this Agreement are cumulative
and not exclusive of any rights, powers or remedies provided by law.

The present Agreement has been issued in duplicate, each party to hold
one signed copy.

SIGNED by the contracting parties, on the day and date first


abovementioned, in the presence of:

SELLER: BUYER:

------------------------------------ ------------------------------------
Director Director
(name) Felix Faeh
For JIMBERLY (BVI) For SUPREME JEWEL
LIMITED

You might also like