IMAXX SERVICE PLUS SDM.BHD.

  1. BASIC OF SALE

1.1 the Sale & Purchase of the Sale Shares & the Vendor's Advance & the TAKEOVER of the Company

(a) The sale & purchase of the Sale Shares and the Vendor's Advance shall be "en bloc" & not separately/severally/independently

(b) Total price of ?

(i) the sum of the Sale Shares; and

(ii) the sum of the Vendor's Advance.

1.2 The Vendor and the Purchaser hereby confirm to each other that the basis of sale and purchase under Clause 1.1 hereof is a fundamental term of this Agreement. Accordingly, the Vendor and the Purchaser undertake with each other to comply with, adhere to and abide by such basis and any breach of any basis shall be construed as a breach of a fundamental term entitling the other party to terminate this Agreement.

(C) the Purchaser shall take over the company on a going concern business excluding Current Assets and Liabilities as at the CUT OFF Date with all rights and interests in the company's assets (other than the Company's Current Assets) in the business and goodwill of the Company and the rights and interest in the Sales and Merchandising Services Agreement herein mentioned together with all valid government and relevant authority approvals and permits pertaining to the said business.

(d) SAP of the Sale Shares and the Vendor's Advance shall be FREE from any encumbrances and liens and the taking over of the Company including all assets of the Company (other than the assets comprised int he Company's Current Assets and Liabilities) - shall be free from any debts and liabilities (other than the liabilities comprised in the Company's Current Assets and Liabilities) including but not limited to advances made by the shareholders, directors or any part to the Company, bank loans, overdrafts, liens, charges, debentures, debts encumbrances or any other liabilities as at the Completion Date.

(e) The Vendor shall have the benefit of, and be liable for all the Company's Current Assets and Liabilities existing, accrued or incurred as at the Completion Date. IF there are Company's Current Assets and Liabilities existing as at the Completion Date, then the Vendor shall be responsible to dispose of the assets and assist the Company to collect the receivables and pay the liabilities comprised in the Company's Current Assets and Liabilities existing incurred and accrued as at the Cut Off Date in the manner hereinafter mentioned in Clause TAB.

(f) Any undisclosed advances, debts, liabilities, and/or receivables of the Company as at the Completion Date, shall be discharged by the Vendor without recourse to or claim against the Company and/or the Purchaser.

(g) The Purchaser shall takeover the Company with the Company's Stuffs in accordance with the provision of Clause TAB herein mentioned.

(h) Save as expressly stated in the preceding provisions of this Clause 1.1, the Purchaser shall bear all costs and expenses of the operation of the business of the Company on and after the Completion Date save and except the costs and expenses in respect of the recovery and discharge of the Company's Current Assets and Liabilities.

  1. SALE AND PURCHASE

2.1 The total price of TAB shall comprise:

(i) the sum of the Sale Share; and

(ii) the sum of TAB for the Vendor's Advance

(collectively referred to as "the Total Purchase Price"

2.2 The sum of TAB being TAB of the Total Price ("the Deposit") shall be paid by the Purchaser to the Purchaser Solicitor on state upon the execution of this Agreement.

2.3 The Balance Purchase Price of TAB less the retention sum (if any) shall be paid by the Purchaser to the Vendor in the manner hereinafter mentioned..6

  1. CONDITIONS PRECEDENT

3.1 Notwithstanding anythign to ht econtrary herein contained, the sale and purchase of the Sale Shares and Vendor's Advance shall at all times and for all intents and purpose be contained upon and subject to the Vendor procure the extension of the Sales and Merchandising Services Agreement for the period TAB ("Extension Agreement") with the following companies: TAB

3.2 The Vendor shall procure the Extension Agreement within TAB fromt he date of this Agreement.

3.3 For the purposes of this Agreement, the date on which the Purchaser confirms by way of written notice to the Vendor of thier satisfaction of procuring the Extension Agreement shall hereinafter be referred to as "the Unconditioned Date".

3.4 Upon the Unconditioned Date, the Purchaser's Solicitors shall release to the Vendor, the Deposit,

3.5 If the Condition Precedent is not satisfied within the Conditioned Period, the Purchaser shall be allowed to terminate this Agreement, whereupon:

(a) the Purchaser's Solicitors shall upon such termination refund to the Purchaser the Deposit; and

(b) the Purchaser's Solicitors shall return to the Vendor the Completion Documents (as defined in Clause 4.1 hereof),

and thereafter none iof the parties hereto shall have any claim whatsoever against the others save for any antecedent breach.

3.6 The Parties acknowledge that the Conditions Precedent provided in this Clause are inserted for the protection, benefit and advantage of the Purchaser and notwithstanding any other provisions of this Agreement, the Purchaser shall be entitled, to the extent permissible under the law, to waive the requirement of any or all Condition Precedent herein and proceed to complete the purchase of the said Sale Shares in accordance with the terms herein.

For the avoidance of doubt, in the event the Purchaser exercises its right of waiver the requirement of any or all of the Conditions Precedent herein subject to all the other Conditions Precedent which have not been waived having been fulfilled or complied in accordance with the terms and provided herein.

  1. DEPOSIT OF DOCUMENTS

4.1 The Vendor shall, within fourteen (14) days from the date of this Agreement, deposit with the Purchaser's Solicitors the following (collectively referred to as "Completion Documents" to be held on stake:

(a) The share certificates in respect of the Sale Shares.

(b) The Form of Transfer of Securities (Section 105 transfer form) in respect of the Sale Shares ("Transfer Form") duly executed and witnessed in escrow by the Vendor in favor of the Purchaser.

(c) The board resolution passed in accordance with the Constitution of the Vendor approving the sale and transfer of the Sale Shares to the Purchaser.

(d) Certified true copies of the Vendor's:

(i) Constitution;

(ii) Certificate of Incorporation and Notice of Registration of New Name (where applicable);

(iii) Returns for Allotment of Shares (full set);

(iv) latest Notification of Change in the Registered Address; and

(v) Notifications of Change in the Register of Directors, Managers and Secretaries (full set) and latest Form (if any).

all duly certified by the Company Secretary of the Vendor together with a photocopy each of the identity cards of the officers of the Vendor witnessing the affixing of its common seal to the Transfer Form.

(e) The company's board resolution passed in accordance with the Constitution of the Company approving the transfer of the Sale Shares to the Purchaser.

(f) The Company's board resolution passed in accordance with the Constitution of the Company approving the appointment of the Purchaser's nominees to the board of directors of the Company.

(g) The undated letters of resignation of all current directors of the Company to take effect immediately after the completion hereof coupled with the confirmation from each of them that he has no claim whatsoever against the Company.

(h) The undated letters of resignation of the Company Secretaries of the Company coupled with the confirmation from each of them that he/she has no claim whatsoever against the Company.

  1. CUT OFF DATE

4.2 The Purchaser's Solicitors are hereby irrevocably authorized to:

(a) release to the Purchaswer, the Completion Documents after the Purchaswer has paid the Total Purchase

(b) return to the Vendor the Completion Documents if this Agreement is terminated for any reason whatsoever.

4.3 The Purchaser shall, within fourteen (14) days from the date of this Agreement, furnish the Vendor with certified true copies of the Purchaser's

(a) board resolution and shareholder resolution (if applicable) passed in accordance with the Constitution of the Purchaser approving the purchase of the Sale Shares:.

(b) Constitution;

(c) Certificate of Incorporation and Notice of Registration of New Name (where applicable;

(d) Returns for Allotment of Shares (full set)

(e) latest Notification of Change in the Registered Address; and

(f) Notifications of Change in the Register of Directors, Managers and Secretaries (full set) and latest Form 49 (if any),

all duly certified by the Company Secretary of the Purchaser together with a photocopy each of the identity cards of the officers of the Purchaser witnessing the affixing of its common seal to the Transfer Form.

5.1 The Vendor and the Purchaser hereby agree that the date for determining the total Company's Current Assets and Liabilities and the Vendor's Advances shall be the Completions Date ("the Cut Off Date")

5.2 The Vendor shall at their own cost and expense cause the Company's accountant to prepare a statement of accounts ("Completion Account") of the Company's Current Assets and Liabilities and the Vendor's Advances as at the Cut Off Date and furnish the same to the Purchaser on or before the Completion Date.

5.3 The Purchaser shall within 7 Business Days of the receipt of the Completion Account review, verify and check, and agree the same with the Vendor.

5.4 If the amount of Company's Liability exceeds the Company's Assets ("the shortfall") then the amount of the shortfall shall be retained by the Vendor from the Balance Purchase Price and be dealt with accordance with the Provision of Clause 6 herein.

  1. SETTLEMENT OF THE COMPANY'S CURRENT ASSETS AND LIABILITIES AFTER THE COMPLETION DATE

6.1 If the Company's Current Assets and Liabilities are subsisting at the Completion Date, then in respect of such Company's Current Assets and Liabilites:

(a) The Vendor shall assist the Company to collect the Company's receivables as at the Cut Off Date and sell the Company's inventories as at the Cut Off Date, after the Completion Date.

(b) All proceeds from the collection of the receivables and sales of the Company's inventories shall be paid to the Company and the Company shall, and the Purchaswer shall ensure that the Company will use the said proceeds and the Retention Sum to discharge the Company's Liabilities as at the Cut Off Date and for no other purpose.

(c) Upon the full payment and discharge of the Company's Liabilities the balance of the proceeds of the Company's receivables and the Retention Sum shall be paid to the Vendor subject to Clause 1.1(h)

(d) The Purchaser will cause the Company to prepare updated quarterly statements of accounts after the Completion Date and provide the same to the Vendor and the Purchaser for the parties to review the state of affairs of the Company's Current Assets and Liabilities and any payment to be made to the Vendor pursuant to Clause 1.1(h) on a quarterly basis after the Completion Date, until the settlement of the Company's Current Assets and Liabilities and any payment to be made to the Vendor pursuant to Clause 1.1(h).

  1. THE COMPNAY'S EMPLOYEES
  1. COMPLETIONS

8.1

SALES SHARES AGREEMENT IMAXX

Parties

KHOO KOK ANN & LIEW LAI HARN @ SU SON LIEW ("THE VENDOR")

S.L. NG TRADING AGENCY ("THE PURCHASER")

IMAXX SERVICES PLUS SDN. BHD. ("The Company")

carries on business to provide products merchandising, advertisement and related services.

The beneficial owner of sale shares

click to edit

click to edit

Screenshot (427)