-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8zP8Nh6TIKFYAlCesUaCsuc2m3DnHc0LEDKN8mtfS3C4+hf0dPo6xsZdlIlgiG4 jsYf5ldHfjQl95KBT0hokQ== 0000943440-02-000043.txt : 20020414 0000943440-02-000043.hdr.sgml : 20020414 ACCESSION NUMBER: 0000943440-02-000043 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020131 FILED AS OF DATE: 20020211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURO TECH HOLDINGS CO LTD CENTRAL INDEX KEY: 0001026662 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22113 FILM NUMBER: 02532757 BUSINESS ADDRESS: STREET 1: C/O EURO TECH (FAR EAST) LTD 18 F GEE STREET 2: CHANG HONG CENTRE 65 WONG CHUK HANG ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 0118522814 MAIL ADDRESS: STREET 1: BRITISH VIRGIN ISLANDS LTD STREET 2: TRUSTNET CHAMBERS PO BOX 3444 CITY: ROAD TOWN TORROLA BR STATE: D8 ZIP: 00000 6-K 1 jan02-6k.txt Form 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For January 31, 2002 Euro Tech Holdings Company Limited ----------------------------------------------- (Translation of registrant's name into English) 18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong ------------------------------------------------------------- (Address of Principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [ X ] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [ X ] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-____________. 1 Item 5. Other Events - -------------------- On January 31, 2002, Euro Tech Holdings Company Limited (the "Registrant") issued a press release with regards to the following: * The acquisition of a 30% equity interest in Pact Asia Pacific Ltd., and Yixing Pact Environmental Technology Company, Ltd., privately held engineering firms. * Plan to open six more retail shops. * Expansion of its B2B website. The press release is attached as an exhibit and is incorporated by reference herein. Item 7. Financial Statements and Exhibits - ----------------------------------------- * Press Release dated January 31, 2002.[1] 4.7 Equity Interest Transfer Agreement between Tamworth Industrial Ltd. ("Tamworth") and Registrant.[1] 4.8 Equity Interest Transfer and Shareholders' Agreement among Tamworth, Registrant and Pact Asia Pacific Limited.[1] SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EURO TECH HOLDINGS COMPANY LIMITED (Registrant) Dated: February 8, 2002 By: /s/ T. C. Leung -------------------------------- T.C. Leung, Chief Executive Officer and Chairman of the Board - --------------------------- [1] Filed herewith. 2 Exhibit Euro-Tech Holdings Company Limited Form 6-K For January 31, 2002 Euro Tech Holdings Announces Its Recent Developments ---------------------------------------------------- HONG KONG, January 31, 2002/PRNewswire/ -- Euro Tech Holdings Company Limited (Nasdaq: CLWT; (CLWTW) ("Euro Tech") today announced that it has acquired a 30% equity interest in Pact Asia Pacific Ltd. and Yixing Pact Environmental Technology Company Ltd. ("Pact") for approximately US$288,000. Pact is a privately owned engineering firm situated in Shanghai that specializes in the design, manufacture and operation of water and waste water treatment plants in several industries situated in China. Euro Tech believes that Pact's business is complementary to Euro Tech's as it continues to focus on sales and marketing of products of others. Euro Tech believes that by aligning itself with an engineering firm, such as Pact, it may be able to gain a competitive advantage by offering customers and potential customers not only hardware but solutions to engineering problems as well. Also, Euro Tech anticipates that by securing an equity stake in Pact, its ability to become a supplier to Pact is enhanced. It has taken Euro Tech approximately ten months to complete the acquisition of an equity stake in Pact, during which it investigated Pact, its finances, weighed tax consequences and obtained approval from governmental authorities in China. Euro Tech is now seeking to make a similar acquisition of an engineering company specializing in air pollution control or other complementary environmental protection fields. There can be no assurance that Euro Tech will locate any such additional acquisition candidate, successfully complete such additional acquisition, Pact or any additional acquisition will perform as Press Release - Pg. 1 anticipated, will not result in significant unexpected liabilities or will ever contribute significant revenues or profits to Euro Tech or that Euro Tech will not lose its entire investment. In April of 2001, Euro Tech opened a "pilot" shop in Shanghai to sell inventoried water and other electronics testing equipment to potential customers. This was followed by a second shop in Beijing in the last quarter of 2001. In view of China's accession to the WTO, and as a result of favorable customer reaction to the shops in Shanghai and Beijing, Euro Tech is planning to open six more shops over the next 24 months in the cities of Chongqing, Guangzhou, Xian, Dalian, Wuhan and Shenyang, with the Chongqing shop planned opening to be next month. Euro Tech plans to finance each of the shops with its own operational cash flow and not use outside financing. Euro Tech has found its two existing shops to be useful as demonstration locations easily accessed by local customers who can pay in local currency while Euro Tech can make "off the shelf" sales and move its inventory more easily. All of the foregoing are perceived by Euro Tech to have had a positive impact on its business reputation while reducing its dependency on sub-distributors who may not be loyal to Euro Tech and distribute products of its competitors. There can be no assurances that; these shops will prove to be economically viable, Euro Tech will not sustain losses in connection with the founding costs of opening and running the shops, hiring personnel and similar expenses; the shops will result in any significant revenues or profits to Euro Tech. Also, similar shops may be established by its competitors and/or third parties. In August of 2000, Euro Tech launched a bilingual Business-to-Business ("B2B") internet platform. The website is located at (http://www.chinah2o.com). The B2B website is directed at environmental businesses in China. The purpose of the B2B website is to connect manufacturers, distributors and suppliers of environmental protection equipment and related consultants and engineering firms in the West with potential clients in China (i.e., water, wastewater Press Release - Pg. 2 treatment plants, environmental protection bureaus, environmental monitoring stations, and related industries). The website provides environmental news, directories of western suppliers, potential clients in China, advertisement space and business opportunities. Euro Tech plans on expanding the website to create "virtual" retail shops to enhance customer "surfing" of the site, its products, prices and other purchaser interested information with actual transactions to be completed at its retail shops. Certain statements in this news release regarding Euro Tech's expectations, estimates, present view of circumstances or events, and statements containing words such as estimates, anticipates, intends, or expects, or words of similar import, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements indicate uncertainty and Euro Tech can give no assurance with regard to actual outcomes. Specific risk factors may include, without limitation, having Euro Tech's offices and operations situated in Hong Kong and China, doing business in China, competing with Chinese manufactured products, competing with Euro Tech's own suppliers, dependence on vendors, and lack of long term written agreements with suppliers and customers, development of new products, entering new markets, possible downturns in business conditions, increased competition, loss of significant customers, availability of qualified personnel, negotiating definitive agreements, new marketing efforts and the timely development of resources. See the "Risk Factor" discussions in Euro Tech's filings with the Securities and Exchange Commission. /CONTACT: T.C. Leung, Chairman and CEO, or Jerry Wong, CFO +852-2814-0311 or fax, +852-2873-4887, both of Euro Tech Holdings/ Press Relase - Pg. 3 EX-4.7 3 jan026kex4-7.txt Exhibit 4.7 Euro Tech Holdings Company Limited Form 6-K For January 31, 2002 EQUITY INTEREST TRANSFER AGREEMENT between TAMWORTH INDUSTRIAL LTD. and EURO TECH (FAR EAST) LIMITED Fangda Partners 19F HSBC Tower 101 Yin Cheng East Road Shanghai China Exhibit 4.7 - Pg. 1 EQUITY INTEREST TRANSFER AGREEMENT THIS EQUITY INTEREST TRANSFER AGREEMENT (this "Agreement"), dated September 13, 2001, is entered into by and between TAMWORTH INDUSTRIAL LTD., (a company established and registered in British Virgin Island, hereinafter referred to as the "Seller") and EURO TECH (FAR EAST) LIMITED (a limited liability company established in the Hong Kong Special Administrative Region of the People's Republic of China, hereinafter referred to as the "Buyer"). In this Agreement, each of the Buyer and the Seller is individually referred to as "a Party" and both are collectively referred to as "the Parties". WHEREAS, Yixing PACT Environmental Technology Co., Ltd. (a limited liability company organized pursuant to the laws of the People's Republic of China ("PRC") with its legal address at Yixing Huankeyuan, Jiangsu Province, PRC, hereinafter referred to as the "PACT"), is a wholly foreign owned enterprise invested and established by the Seller, with the registered capital of US$106,000; and mainly engaged in producing and selling environment protection equipment; undertaking environment protection project and providing relevant technology advice, training and services. WHEREAS, the Seller duly holds 100% equity interest in the PACT. WHEREAS, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, 30% of the aforesaid Equity Interest hold by the Seller ("Equity Interest Transferred"). NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties agree as follows: ARTICLE 1 SALE AND PURCHASE ----------------- SECTION 1.1 SALE AND PURCHASE OF THE EQUITY INTEREST. On the terms and subject to the conditions hereof, the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and acquire from the Seller, all rights and interests of the Equity Interest, free and clear of all liens, pledges, claims, and other encumbrances. SECTION 1.2 SALE AND PURCHASE PRICE. The aggregate purchase price payable by the Buyer for the Equity Interest shall be US$154,403 (the "Purchase Price"). The Buyer shall make payment of the entire Purchase Price in US Dollars by check to the account then designated by the Seller on the closing date provided in Section 6.1 of this Agreement. Exhibit 4.7 - Pg. 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------- The Seller represents and warrants to the Buyer as set forth below: SECTION 2.1 LEGAL STATUS AND CAPACITY OF THE SELLER. The Seller is a limited liability company with independent corporate personality, duly registered and validly existing under the laws of British Virgin Island. The Seller has full and complete legal status and legal capacity to enter into, deliver and perform this Agreement and can be sued as an independent party. As far as the Seller knows, the Seller is not involved in any debts beyond assets, bankruptcy, termination, or any other significant law suit, arbitration, or other events, status which may result in grave unfavorable influence on the consummation of the transaction contemplated hereby and the performance of its obligations under this Agreement. SECTION 2.2 AUTHORIZATION AND APPROVAL. The Seller has full corporate power and authorization to execute and deliver this Agreement and all other documents executed or to be executed by the Seller in connection with the transaction contemplated hereby and to consummate the transaction contemplated hereby. The execution and delivery by the Seller of this Agreement and each other document contemplated hereby, the performance of the Seller of its obligations under this Agreement and such documents hereto, and the consummation by it of the transaction contemplated hereby have been duly authorized and approved. This Agreement has been duly and validly executed and delivered by the Seller. This Agreement constitutes and all the relevant documents to be executed by the Seller in connection with the transaction contemplated hereby when so executed and delivered will constitute a valid and binding obligation of the Seller, enforceable against it in accordance with its terms. SECTION 2.3 OWNERSHIP OF THE EQUITY INTEREST. The Equity Interest is owned of record and beneficially by the Seller, free and clear of all liens, pledges, claims and encumbrances. On the closing date, the Buyer will acquire good title to the Equity Interest, free and clear of all liens, pledges, claims and encumbrances. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER --------------------------------------- The Buyer hereby represents and warrants to the Seller as set forth below: SECTION 3.1 LEGAL STATUS AND CAPACITY OF THE BUYER. The Buyer is an enterprise with independent legal status and duly registered and validly existing under the laws of Hongkong, China. The Buyer has full and complete legal power and capacity to enter into, deliver and perform this Agreement and can be sued as an independent party. As far as the Buyer knows, the Buyer is not involved in any debts beyond assets, bankruptcy, termination, or any other significant law suit, arbitration, or other events, status which may result in grave unfavorable influence on the consummation of the transaction contemplated hereby and the performance of its obligations under this Agreement (including but not limited to the payment of the purchasing price). Exhibit 4.7 - Pg. 3 SECTION 3.2 AUTHORIZATION AND APPROVAL. The Buyer has full corporate power and authorization to execute and deliver this Agreement and all other documents executed or to be executed by the Buyer in connection with the transaction contemplated hereby and to consummate the transaction contemplated hereby. The execution and delivery by the Buyer of this Agreement and each other document contemplated hereby, the performance of the Buyer of its obligations under this Agreement and such documents hereto, and the consummation by it of the transaction contemplated hereby have been or will be duly authorized and approved. This Agreement has been duly and validly executed and delivered by the Buyer. This Agreement constitutes, and all the relevant documents to be executed by the Buyer in connection with the transaction contemplated hereby when so executed and delivered will constitute, a valid and binding obligation of the Buyer, enforceable against it in accordance with its terms. ARTICLE 4 EFFECTIVENESS ------------- SECTION 4.1 CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT. The Parties agree that this Agreement will take effect on the date when all conditions listed below have been satisfied and consummated (the "Effective Date"): (a) This Agreement has been executed by duly authorized representatives of the Parties and delivered to each other: (h) The Board of Directors of the PACT has adopted resolutions according to its Articles of Association duly approving this Agreement and the transaction contemplated hereby, and has provided such executed resolutions to both Parties; (i) The agency of power of the Parties has duly conferred corporate authorization on the approval of this Agreement and the transaction contemplated hereby in the manner stipulated in the Articles of Association and relevant organization documents, and has provided such executed documents of authorization to the other party; (j) The original examination and approval authority of the PACT has issued its complete and unconditional approval of this Agreement and the transaction contemplated hereby, and both Parties have received such approval duly signed and issued; (k) All the permits, agreements, approval and authorization of other governmental bodies necessary or useful for the performance of the transaction contemplated hereby have been obtained, or the Parties waive them in written though haven't obtained hereto, or it's believed according to rational reason they are to be obtained; Exhibit 4.7 - Pg. 4 (l) No change of the PRC laws or any other event relating to the PACT or the transaction contemplated hereby, which may result in significant unfavorable influence on the party's interests under this Agreement as well as its ability to perform the obligations of this Agreement, will occur after the day of signature till the effective day; (m) When signing this Agreement, the Parties have reached an agreement and entered into a written contract on the assignment which is 30% of the equity interest of the PACT ASIA PACIFIC LIMITED("PACT ASIA"), which was invested by the Seller and registered in British Virgin Island. The total value of that assignment is US$133,597; (n) Prior to the Effective date, the tangible net assets of the PACT shall not be less than RMB 912,622 yuan; and (o) The two checks have been received from the Buyer in favor of the Seller for the amount of US$ 154,403 for transferring shares of PACT and US$ 133,597 for transferring shares of PACT ASIA. The checks will be kept by Fangda Partners until presentation of the new original certificates of registration of PACT and PACT ASIA showing that the shares of PACT and PACT ASIA have been transferred. ARTICLE 5 CLOSING CONDITIONS ------------------ SECTION 5.1 CONDITIONS TO THE OBLIGATIONS OF THE BUYER UNDER THIS AGREEMENT. The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) Each and all of the actions, resolutions, decisions, consents, approvals, authorizations and permits set forth in Section 4.1 above remain in their full and complete validity after the Effective Date till and at the Closing; and (b) Each of the obligations of the Seller required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made at and as of the Closing, and the Buyer has obtained a certificate signed by the chairman of the board of the Seller to prove that the conditions stipulated hereto has been satisfied. SECTION 5.2 CONDITIIONS TO THE OBLIGATIONS OF THE SELLER UNDER THIS AGREEMENT. The obligations of the Seller under this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the following conditions: Exhibit 4.7 - Pg. 5 (a) Each and all of the actions, resolutions, decisions, consents, approvals, authorizations and permits set forth in Section 4.1 above remain in their full and complete validity after the Effective Date till and at the Closing; and (b) Each of the obligations of the Buyer required to be performed by it at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the representations and warranties of the Buyer contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made at and as of the Closing, and the Seller has obtained a certificate signed by the chairman of the board of the Buyer to prove that the conditions stipulated hereto has been satisfied. ARTICLE 6 CLOSING ------- SECTION 6.1 CLOSING. The closing of the transaction contemplated hereby (the "Closing") shall be conducted on the early date (no later than the tenth working day) after the satisfaction of the Closing conditions stipulated hereto and at the place agreed by the Parties, provided that the conditions set forth in Article 5 have been satisfied or waived. The transaction contemplated hereby will be deemed duly consummated once the Buyer produces the check in US Dollars for the entire Purchasing Price and the Seller accepts hereto (The Seller shall not unduly refuse) and another transaction mentioned in Article 4.1(g) has been completed simultaneously. ARTICLE 7 COVENANTS --------- SECTION 7.1 TAXES. The Buyer shall have no obligations and responsibilities to indemnify the PACT (including its legal successor) or the Seller of any taxes and governmental charges, if any (in whatsoever nature) they have paid for reasons of this Agreement or the transaction contemplated hereby, other than those taxes and government charges required to be borne and paid by the Buyer for the transaction contemplated by this Agreement according to applicable PRC laws and regulations. SECTION 7.2 OBTAINING OF THE PACT'S BOARD RESOLUTIONS. The Seller agrees and undertakes that it will instruct and cause the PACT's directors it has appointed to duly approve the resolutions of the PACT's Board of Directors authorizing this Agreement and the transaction contemplated hereby in a proper manner within 5 working days after the execution and delivery of this Agreement. SECTION 7.3 PROCUREMENT OF GOVERNMENT APPROVALS. The Seller agrees to be responsible for applying to the competent government authorities or the relevant parties for the authorization, licenses, consents and approvals necessary or useful as listed in Section 4.1, for and on behalf of the Parties and the PACT, and undertakes that it will use its best efforts to procure such authorization, licenses, consents and approvals. The Buyer shall provide all due Exhibit 4.7 - Pg. 6 assistance and corporation hereto on reasonable demand by the Seller and bear the expenses of formalities for the transaction. SECTION 7.4 CONSUMMATION OF THE TRANSACTION. The Parties agree that the transaction contemplated hereby shall be deemed consummated on the date of the Closing set forth in Section 6.1. (b) Prior to the consummation, the Seller further covenants that, (p) it will not apply for or cause others to apply for amendment or cancellation of the approval certificate and business license of the PACT; (ii) it will not take any other measure or action which may influence the ownership of the Equity Interest Transferred and the performance thereof; (iii) it will not promise to sell or sell any or all of the Equity Interest Transferred or create any and all liens, pledges, claims, and other encumbrances over the Equity Interest Transferred during the term of this Agreement; (b) After the consummation, the Parties agree to regard the following commitments as the binding terms and conditions to either, as well as enumerate them in the Articles of Association and relevant documents, (i) provided that a Party sells any or all of its Equity Interest and the related rights and benefits during the operating and existing period of PACT after consummation of the transaction contemplated hereby, the other Party shall have the prevail right to purchase. In case of third party intending to purchase 100% shares of PACT and PACT agreeing to sell, the Buyer shall not refuse the sale of its shares in the case that the purchase price is higher than the price the Buyer could offer. In the event that the Buyer refuses to sell under the aforesaid circumstance, the Seller has right to buy the Buyer's 30% share holding of PACT at current agreed price plus 50% or at the price of P/E multiple of 5.2 times (i.e. same P/E multiple of current agreed price) pre-tax profit for the latest financial year, whichever is higher; (ii) the PACT shall alter its registered capital with prior consent of both Parties after consummation of the transaction contemplated hereby within the permission by the laws and regulations of PRC; (iii) one member of the Board of Directors of the PACT shall be appointed by the Buyer after consummation of the transaction contemplated hereby. The number of members from the Seller is two or three; Exhibit 4.7 - Pg. 7 (iv) the PACT will distribute at least 35% of its net profits as dividend for every financial year after consummation of the transaction contemplated hereby, unless it's forbidden by the laws and regulations of PRC; (v) the audit report in line with the financial status of the PACT every year will be issued by Arthur Andersen after consummation of the transaction contemplated hereby; (vi) the PACT and PACT ASIA will continue to employ Mr. Gerge Hayek after consummation of the transaction contemplated hereby, and his annual income obtained from both of the aforesaid companies shall be not less than USD 100,000, and salary increment needs to be approved by both Parties; (vii) Mr. George Hayek undertakes hereby that after consummation of the transaction contemplated hereby, he will not engage in any business activities relation to water treatment and wastewater engineering services within the territory of PRC directly or indirectly, which is through the third party, agents, setting up any business entity or otherwise; (viii) Provided that opportunities arise, the Buyer is going to acquire another environmental engineering company, the Buyer should inform the Seller. In case that the nature of business is competitive with PACT, the Seller has right to acquire the Buyer's 30% share holding in PACT at current agreed price plus 50% (plus 10% if such acquisition takes place within 1 year after the completion date) or at price of P/E multiple of 5.2 times (i.e. same P/E multiple of current agreed price) pre-tax profit for the latest financial year, whichever is higher; (ix) the PACT shall provide monthly financial statements (including Income Statement, Balance Sheet and Cash Flow Statement etc.) to the Buyer after consummation of the transaction contemplated hereby; (x) the PACT shall provide quarterly analysis of Orders received, Sales (and Profits) and Backlog to the Buyer after consummation of the transaction contemplated hereby; (xi) the PACT shall not make any loan/advance to its staff, directors, shareholders or related companies without the Buyer's consent (except reasonable advance to staff for business trip); (xii) the directors' bonus scheme of the PACT must be approved by the Parties and the bonus scheme of employees shall be approved by the Buyer in case of anything deviated from the existing scheme (Annex 1) after consummation of the transaction contemplated hereby; Exhibit 4.7 - Pg. 8 (xiii) the PACT's existing bonus scheme to Ms Xia Xiao Hong (10% share of net profits) will be cancelled and the Seller has the option to transfer 10% of their shares to Ms Xia after consummation of the transaction contemplated hereby. SECTION 7.5 CONFIDENTIALITY. The Parties agree that during the term of this Agreement, they will, keep strict confidential this Agreement and the transaction contemplated hereby, confine the persons having access to information regarding this Agreement and the transaction contemplated hereby to the scope of their directors, senior management and others who have to know such for their performance of this Agreement, and not disclose any information hereof to any third party except for the disclosure to related parties or governmental authorities for obtaining the necessary authorizations, permits, consents and approvals contained in Section 4.1, or otherwise as required by the law. The Seller undertakes that it will cause and assure the PACT to observe the regulations hereto. Disseminating news to the public by the Buyer to comply with the Material News Requirements as stipulated by NASDAQ Regulatory Requirements will be the exception. ARTICLE 8 MISCELLANEOUS PROVISIONS ------------------------ SECTION 8.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or supplemented by a written instrument signed by the Parties. SECTION 8.2 WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Buyer, on the one hand, or of the Seller, on the other hand, to comply with any obligation, covenant, agreement or condition contained herein may be waived in writing by the Seller or the Buyer, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure. SECTION 8.3 VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. SECTION 8.4 PARTIES IN INTEREST. This Agreement shall be binding upon and, except as otherwise provided herein, inure solely to the benefit of each Party (including its legal successors), and nothing in this Agreement, except as otherwise set forth herein, express or implied, is intended to confer upon any other person any rights or remedies and to create for any other person any responsibilities and obligations of any nature whatsoever under or by reason of this Agreement. SECTION 8.5 NOTICE. Notices or other communications under this Agreement shall be made in written, and (i) Notices given by personal delivery shall be deemed effectively given on the date of delivery; Exhibit 4.7 - Pg. 9 (ii) Notices given by mail (by registered airmail or mail with certificate, postage prepaid, which needs receipt) shall be deemed effectively given once received, (iii) Notices shall be deemed effectively given on the second business day following the date of delivery to a recognized courier service, (iv) Notices given by facsimile, Email or fax shall be deemed effectively given on the date of transmission. Each Party shall assure the receipt of the other party based on a common way to conduct such communication correspondence, and the address is set forth below, (a) Party A: TAMWORTH INDUSTRIAL LTD. ----------------------------------- Attention: George Hayek Telephone Number: 0086-13916004410 Fax Number: 0086-21-64276210 (b) Party B: EURO TECH (FAR EAST) LIMITED --------------------------------------- Attention: T. C. Leung Telephone Number: 882-28755826 Fax Number: 852-28700171 SECTION 8.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of PRC. SECTION 8.7 DISPUTE SETTLEMENT. Any disputes, claims or controversies (the "Dispute") arising out of or in connection with this Agreement shall first be amicably settled by the Parties. If no such settlement can be reached within fifteen (15) days after the occurrence of the Dispute, either Party shall have the right to submit the Dispute to the China International Economic and Trade Arbitration Commission (CIETAC), Shanghai Sub-commission for arbitration pursuant to the Arbitration Law of PRC and CIETAC's arbitration rules then effective. The arbitral award shall be final and binding on both Parties. SECTION 8.8 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Exhibit 4.7 - Pg. 10 SECTION 8.9 HEADINGS. The headings of each Section under this Agreement are only for the purpose of reading convenience, and shall not be regarded as parts of the Agreement, or by any mean influence the meaning or interpretation hereto. SECTION 8.10 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein or therein. There are no agreements, representations, warranties or covenants other than those expressly set forth herein or therein. This Agreement supersedes all prior agreement and understandings between the Parties with respect to such subject matter. SECTION 8.11 ASSIGNMENT. This Agreement shall not be assigned by operation of Law or otherwise without prior written consent of the opposing Party. SECTION 8.12 LANGUAGE. This Agreement is being executed in both English and Chinese language versions. The two language versions shall have the same legal effect. SECTION 8.13 TERMINATION. Either Party has the right by 30 days notice in writing to terminate this Agreement as from the date of service of such notice in the event the other party breaches this Agreement. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed on the date first above written. Exhibit 4.7 - Pg. 11 (No text on this page) SELLER: BUYER: TAMWORTH INDUSTRIAL LTD. EURO TECH (FAR EAST) LIMITED By: /s/ George Hayek By: /s/ T. C. Leung ------------------------------ -------------------------------- Name: George Hayek Name: T. C. Leung Position: Director and Chairman Position: Chairman Address: British Virgin Island Address: 18/F Gee Chang Hong Center, P.O. Box 957 65 Wong Chuk Hang Road, Hongkong Offshore Incorporation Centre Roadtown, Totola BUI Exhibit 4.7 - Pg. 12 EX-4.8 4 jan026kex4-8.txt Exhibit 4.8 Euro Tech Holdings Company Limited Form 6-K EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT between TAMWORTH INDUSTRIAL LTD. and EURO TECH (FAR EAST) LIMITED and PACT ASIA PACIFIC LIMITED Exhibit 4.8 - Pg. 1 EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT THIS EQUITY INTEREST TRANSFER AND SHAREHOLDERS' AGREEMENT (this "Agreement"), dated 11.22, 2001, is entered into by and between TAMWORTH INDUSTRIAL LTD., (a company established and registered in the British Virgin Islands ("BVI"), hereinafter referred to as the "Seller"), EURO TECH (FAR EAST) LIMITED (a limited liability company established in the Hong Kong Special Administrative Region of the People's Republic of China, hereinafter referred to as the "Buyer") and PACT ASIA PACIFIC LIMITED (a company established and registered in the BVI, with its registered office at the offices of Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI, hereinafter referred to as "PACT"). In this Agreement, each of the Buyer and the Seller is individually referred to as "a Party" and both are collectively referred to as "the Parties". WHEREAS, PACT is a company with authorized capital of US$50,000 divided into 50,000 shares of US$1.00 each and paid-up capital of US$10,000 and is mainly engaged in producing and selling environment protection equipment; undertaking environment protection project and providing relevant technology advice, training and services. WHEREAS, the Seller duly holds 100% equity interest in PACT which consists of 10,000 shares each of US$1.00 par value ("Equity Interest"). WHEREAS, the Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, 30% of the Equity Interest held by the Seller ("Equity Interest Transferred"). NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties and PACT agree as follows: ARTICLE 1 SALE AND PURCHASE ----------------- SECTION 1.1 SALE AND PURCHASE OF THE EQUITY INTEREST. On the terms and subject to the conditions hereof, the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and acquire from the Seller, all rights and interests of the Equity Interest Transferred, free and clear of all liens, pledges, claims, and other encumbrances. SECTION 1.2 SALE AND PURCHASE PRICE. The aggregate purchase price payable by the Buyer for the Equity Interest Transferred shall be US$133,597 (the "Purchase Price"). Exhibit 4.8 - Pg. 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------- The Seller represents and warrants to the Buyer as set forth below: SECTION 2.1 LEGAL STATUS AND CAPACITY OF THE SELLER. The Seller is a limited liability company with independent corporate personality, duly registered and validly existing under the laws of the BVI. The Seller has full and complete legal status and legal capacity to enter into, deliver and perform this Agreement and can be sued as an independent party. As far as the Seller knows, the Seller is not involved in any debts beyond assets, bankruptcy, termination, or any other significant law suit, arbitration, or other events, status which may result in grave unfavorable influence on the completion of the transaction contemplated hereby and the performance of its obligations under this Agreement. SECTION 2.2 AUTHORICATION AND APPROVAL. The Seller has full corporate power and authorization to execute and deliver this Agreement and all other documents executed or to be executed by the Seller in connection with the transaction contemplated hereby and to complete the transaction contemplated hereby. The execution and delivery by the Seller of this Agreement and each other document contemplated hereby, the performance of the Seller of its obligations under this Agreement and such documents hereto, and the completion by it of the transaction contemplated hereby have been duly authorized and approved. This Agreement has been duly and validly executed and delivered by the Seller. This Agreement constitutes and all the relevant documents to be executed by the Seller in connection with the transaction contemplated hereby when so executed and delivered will constitute a valid and binding obligation of the Seller, enforceable against it in accordance with its terms. SECTION 2.3 OWNERSHIP OF THE EQUITY INTEREST. The Equity Interest is owned on record and beneficially by the Seller, free and clear of all liens, pledges, claims and encumbrances. On the Closing Date, the Buyer will acquire good title to the Equity Interest Transferred, free and clear of all liens, pledges, claims and encumbrances. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER --------------------------------------- The Buyer hereby represents and warrants to the Seller as set forth below: SECTION 3.1 LEGAL STATUS AND CAPACITY OF THE BUYER. The Buyer is an enterprise with independent legal status and duly registered and validly existing under the laws of Hong Kong, China. The Buyer has full and complete legal power and capacity to enter into, deliver and perform this Agreement and can be sued as an independent party. As far as the Buyer knows, the Buyer is not involved in any debts beyond assets, bankruptcy, termination, or any other significant law suit, arbitration, or other events, status which may result in grave unfavorable influence on the completion of the transaction contemplated hereby and the performance of its obligations under this Agreement (including but not limited to the payment of the Purchase Price). Exhibit 4.8 - Pg. 3 SECTION 3.2 AUTHORIZATION AND APPROVAL. The Buyer has full corporate power and authorization to execute and deliver this Agreement and all other documents executed or to be executed by the Buyer in connection with the transaction contemplated hereby and to complete the transaction contemplated hereby. The execution and delivery by the Buyer of this Agreement and each other document contemplated hereby, the performance of the Buyer of its obligations under this Agreement and such documents hereto, and the completion by it of the transaction contemplated hereby have been or will be duly authorized and approved. This Agreement has been duly and validly executed and delivered by the Buyer. This Agreement constitutes, and all the relevant documents to be executed by the Buyer in connection with the transaction contemplated hereby when so executed and delivered will constitute, a valid and binding obligation of the Buyer, enforceable against it in accordance with its terms. ARTICLE 4 CONDITIONS PRECEDENT TO EQUITY PURCHASE --------------------------------------- SECTION 4.1 CONDITIONS PRECEDENT: The Parties agree that Closing of this transaction as specified in Article 6 shall be conditional on the fulfillment of the following: (a) that the Board of Directors of PACT has adopted resolutions according to its Articles of Association duly approving this Agreement and the transaction contemplated hereby and certified copies of the executed resolutions are given to both Parties; (b) that the Parties have obtained corporate authorization to enter into this Agreement and the transaction contemplated hereby in the manner stipulated in the Articles of Association and relevant organization documents, and have provided such executed documents of authorization to the other Party; (c) that satisfactory evidence has been provided to the Buyer that all the permits, agreements, approval and authorization of other governmental bodies which the Parties have agreed as necessary or useful for the performance of the transaction contemplated hereby have been obtained, unless the Buyer waives them in writing; (d) that no changes of BVI laws or any other event relating to PACT or the transaction contemplated hereby, which may result in significant unfavorable influence on the Buyer's interests under this Agreement as well as its ability to perform its obligations under this Agreement, will occur after the date of this Agreement until the Closing Date; (e) that the Parties have reached agreement and have entered into a written contract for the transfer of 30% of the equity interest of the Yixing PACT Environmental Technology Co. Ltd.("YIXING PACT") owned by the Seller and registered in the People's Republic of China from the Seller to the Buyer (the "China Contract") for a consideration of US$154,403, and that Exhibit 4.8 - Pg. 4 the conditions precedent of that China Contract have been fulfilled or waived by the Buyer; (f) evidence satisfactory to the Buyer that the Net Tangible Assets of PACT shall not be less than RMB 791,352 yuan on and before the Closing Date, the tangible net assets of PACT being determined by referring to PACT's management accounts as at Closing Date; For the purposes of this subsection (f), "Net Tangible Assets" means total tangible assets minus total liabilities. (g) the service agreement between PACT and Mr. George Hayek ("George") in the form mutually agreed by the Buyer and Seller which sets out among other things, the following key terms: * that PACT will continue to employ George after completion of the transaction contemplated hereby; * that George's annual income obtained from PACT, together with his annual income from YIXING PACT shall be not less than USD 100,000 and that any salary increment needs to be approved by both Parties; * that George undertakes that he will not engage in setting up any business activities with another company in relation to water treatment and wastewater engineering services within the territory of PRC either directly or indirectly through third party agents and that he will keep the promise during the time he work for PACT and YIXING PACT and any company/companies which have equity interest of PACT and YIXING PACT and its successor (if possible) and for one year after he leave such company/companies; be entered into on or before the Closing Date. SECTION 4.2 WAIVER: The Buyer may waive all or any of the conditions precedent in Section 4.1 in whole or in part at any time by notice in writing to the Seller. SECTION 4.3 TERMINATION DATE: If all the conditions precedent in Section 4.1 are not fulfilled or waived on or before January 31, 2002 (or such later date as the parties may agree in writing) (the "Termination Date") none of the Parties shall have any rights or obligations under this Agreement (so that no Party shall have any claims against the others for costs, damages, compensation or otherwise) except for the provisions of Article 5 (Payment held by Fangda), Section 7.7, Sections 8.6, 8.7 and 8.10 which shall continue to apply. Exhibit 4.8 - Pg. 5 SECTION 4.4 REASONABLE ENDEAVOURS: The Seller, the Buyer and PACT shall use all reasonable endeavours to procure that the conditions in Section 4.1 are fulfilled on or before the Termination Date. ARTICLE 5 PAYMENT HELD BY FANGDA PARTNERS ------------------------------- SECTION 5.1 PAYMENT HELD BY FANGDA PARTNERS. The Buyer shall deliver two cheques within 7 days after the execution of this Agreement in favor of the Seller to Fangda Partners for an amount of US$ 133,597 as consideration for the Equity Interest Transferred to the Buyer and US$ 154,403 as payment for transferring shares of YIXING PACT to the Buyer. The Parties agree that the cheques will be kept by Fangda Partners until the Closing occurs in accordance with Article 6 or in the event the Termination Date has passed, the 2 cheques shall forthwith be returned to the Buyer. ARTICLE 6 CLOSING ------- SECTION 6.1 CLOSING. Subject to Section 4.3 above, the closing date of the transaction contemplated hereby shall take place on the earliest practicable date at the place agreed by the Parties after all conditions precedent in Section 4.1 have been fulfilled or waived by the Buyer pursuant to Section 4.2 (the "Closing Date"). (a) On the Closing Date, the Seller shall deliver to the Buyer: (i) a copy of the service agreement duly executed by PACT and George as described in Section 4.1(g); (ii) certified copy of the share register of PACT showing that the Buyer as the registered holder of the Equity Interest Transferred; and (iii) certified copy of the certificate of registration of YIXING PACT showing the Buyer as the registered holder of YIXING PACT of 30% equity interest of YIXING PACT as described in the China Agreement; (b) On the Closing Date, PACT shall instruct its registered agent to file a certified copy of the share register of PACT with the Registrar of Companies pursuant to Section 111A of the International Business Companies Ordinance 1984 (as amended). (c) Subject to the Buyer having received the documents described in sub-section (a) above and confirmation in writing from the registered agent of PACT that the share register of PACT has been filed with the Registrar of Companies, it shall instruct Fangda Partners to release the 2 cheques to the Seller as payment for the transfers. Exhibit 4.8 - Pg. 6 ARTICLE 7 PRE-CLOSING AND POST-CLOSING ACTS --------------------------------- SECTION 7.1 TAXES. The Parties agree that the Buyer shall have no obligations and responsibilities to indemnify PACT (including its legal successor) or the Seller of any taxes and governmental charges, if any (in whatsoever nature) they have paid for reasons of this Agreement or the transaction contemplated hereby, other than those taxes and government charges required to be borne and paid by the Buyer for the transaction contemplated by this Agreement according to applicable BVI laws and regulations. SECTION 7.2 OBTAINING PACT'S BOARD RESOLUTIONS. The Seller agrees and undertakes that it will instruct and cause the PACT's directors it has appointed to duly approve the resolutions of PACT's Board of Directors authorizing this Agreement and the transaction contemplated hereby in a proper manner within 5 working days after the execution of this Agreement. SECTION 7.3 PROCUREMENT OF GOVERNMENT APPROVALS. The Seller agrees to be responsible for applying to the government authorities or the relevant parties for the authorization, licenses, consents and approvals necessary or useful as listed in Section 4.1, for and on behalf of the Parties and PACT, and undertakes that it will use its best efforts to procure such authorization, licenses, consents and approvals. The Buyer shall provide all due assistance and corporation hereto on reasonable demand by the Seller and bear the expenses of formalities for procuring such authorization, licenses, consents and approvals. (a) SECTION 7.4 SELLER'S NON-INTERFERENCE. The Seller further covenants that, (i) it will not apply for or cause others to apply for amendment or cancellation of the approval certificate and business license of PACT; (ii) it will not take any other measure or action which may influence the ownership of the Equity Interest Transferred and the performance thereof; (iii) it promises not to sell any or all of the Equity Interest Transferred or create any and all liens, pledges, claims, and other encumbrances over the Equity Interest Transferred during the term of this Agreement; SECTION 7.5 OTHER TERMS. The Parties and PACT agree that should the Agreement be completed, the Parties and PACT are to regard the following commitments as the binding terms and conditions which shall survive Closing, (i) that should a Party intend to sell any or all of its shares in PACT and the related rights and benefits during the operating and existing period of PACT to a third party after Closing, the other Party shall have the right of first refusal executable by giving notice to the Party Exhibit 4.8 - Pg. 7 intending to sell the shares within 7 days of being notified of the intended sale to purchase the shares in PACT offered for sale to the third party at that price. In the event that the Buyer refuses to sell under the aforesaid circumstance, the Seller has the right to buy the Buyer's Equity Interest Transferred at the price of US$200,595.50 or at the price of 5.2 times the Pre-Tax Profit for the latest financial year, whichever is higher; For the purposes of this Section 7.5, "Pre-Tax Profit" means net profit before deducting profits tax. (ii) that one member of the Board of Directors of PACT shall be nominated by the Buyer after completion of the transaction contemplated hereby. The number of directors nominated by the Seller is two; (iii) that PACT distributes at least 35% of its Net Profits as dividend for every financial year after completion of the transaction contemplated hereby, subject to compliance with the laws and regulations of BVI; For the purposes of this subsection (iii), "Net Profits" means profits after deducting profits tax. (iv) the accounts of PACT every year shall be audited by Arthur Andersen or some other international accounting firm agreed by the Parties after completion of the transaction contemplated hereby; (v) in the event opportunities arise and the Buyer intends to acquire another environmental engineering company ("Intended Acquisition"), the Buyer should inform the Seller of this intention. In the event the nature of business of the Intended Acquisition is competing with PACT, the Seller has the right to acquire the Buyer's Equity Interest Transferred at a price of US$200,395.50 (or US$146,956.70 if such acquisition takes place within 1 year after the Closing Date) or at the price of 5.2 times the Pre-Tax Profit (as defined in Section 7.5(i) for the latest financial year, whichever is higher); (vi) PACT shall provide monthly financial statements (including Income Statement, Balance Sheet and Cash Flow Statement etc.) to the Buyer after completion of the transaction contemplated hereby within 7 days from the last day of the previous month; (vii) PACT provide quarterly analysis of Orders received, Sales (and Profits) and Backlog to the Buyer after completion of the transaction contemplated hereby within 7 days from the last day of the previous quarter; For purposes of this subsection (vii), "Orders" means sales orders received from customers, "Sales" means invoiced value of goods and services supplied to Exhibit 4.8 - Pg. 8 customers, "Profits" means sales value minus costs of sales and "Backlog" means incomplete orders. (viii) that PACT does not make any loan/advance to its staff, directors, shareholders or related companies without the Buyer's consent (except reasonable advance to staff for business trip); (ix) that the implementation of PACT's directors' bonus scheme and any changes thereafter, any deviation of the existing employees' bonus scheme (the existing scheme as set out in Annex 1) and any changes to the share register must be approved by both Parties; SECTION 7.6 CANCELLATION OF MS XIA XIAO HONG'S BONUS SCHEME WITH PACT. The Parties agree to procure that the directors of PACT cancel its existing bonus scheme (10% share of net profits) with Ms Xia Xiao Hong immediately on the Closing Date and that the Seller be given the option to transfer 10% of its shares to Ms Xia anytime after the Closing Date. In the event the Seller elects to exercise its option to transfer any of its shares to Ms Xia Xiao Hong, the Seller undertakes to procure that Ms Xia Xiao Hong enters into a deed of adherence (in a form acceptable to the Parties) which binds her to the terms of the Agreement before effecting the transfer. SECTION 7.7 CONFIDENTIALITY. The Parties and PACT agree that they will keep the strictest confidence on this Agreement and the transaction contemplated hereby, and confine access to information regarding this Agreement and the transaction contemplated hereby to their directors, senior management and others who may be required to know such information to enable them to perform this Agreement, and not disclose any information hereof to any third party except for the disclosure to related parties or governmental authorities for obtaining the necessary authorizations, permits, consents and approvals contained in Section 4.1, or otherwise as required by law. For the avoidance of any doubt, disseminating news to the public by the Buyer to comply with the Material News Requirements as stipulated by NASDAQ Regulatory Requirements is an exception. ARTICLE 8 MISCELLANEOUS PROVISIONS ------------------------ SECTION 8.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified or supplemented by a written instrument signed by the Parties. SECTION 8.2 WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Buyer, on the one hand, or of the Seller, on the other hand, to comply with any obligation, covenant, agreement or condition contained herein may be waived in writing by the Seller or the Buyer, respectively, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any other failure. Exhibit 4.8 - Pg. 9 SECTION 8.3 VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. SECTION 8.4 PARTIES IN INTEREST. This Agreement shall be binding upon and, except as otherwise provided herein, inure solely to the benefit of each Party (including its legal successors), and nothing in this Agreement, except as otherwise set forth herein, express or implied, is intended to confer upon any other person any rights or remedies and to create for any other person any responsibilities and obligations of any nature whatsoever under or by reason of this Agreement. SECTION 8.5 NOTICE. Notices or other communications under this Agreement shall be in written form, and (i) Notices given by personal delivery shall be deemed effectively given on the date of delivery; (ii) Notices given by mail (by registered airmail or mail with certificate, postage prepaid, which needs receipt) shall be deemed effectively given once received, (iii) Notices shall be deemed effectively given on the second business day following the date of delivery to a recognized courier service, (iv) Notices given by facsimile, Email or fax shall be deemed effectively given on the date of transmission. Each Party shall assure the receipt of the other party based on a common way to conduct such communication correspondence, and the address is set forth below, (a) Party A: TAMWORTH INDUSTRIAL LTD. ----------------------------------- Attention: George Hayek Telephone Number: 0086-21-6427-6203 Fax Number: 0086-21-6427-6247 (b) Party B: EURO TECH (FAR EAST) LIMITED -------------------------------------- Attention: T. C. Leung Telephone Number: 387-33826 Fax Number: 287-34887 Exhibit 4.8 - Pg. 10 (c) Party C: PACT ASIA PACIFIC LIMITED ----------------------------------- Attention: George Hayek Telephone Number: 0086-21-6427-6203 Fax Number: 0086-21-6427-6210 SECTION 8.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands. SECTION 8.7 DISPUTE SETTLEMENT. Any disputes, claims or controversies (the "Dispute") arising out of or in connection with this Agreement shall first be amicably settled by the Parties. If no such settlement can be reached within fifteen (15) days after the occurrence of the Dispute, either Party shall have the right to submit the Dispute to the China International Economic and Trade Arbitration Commission (CIETAC), Shanghai Sub-commission for arbitration pursuant to the Arbitration Law of PRC and CIETAC's arbitration rules then effective. The arbitral award shall be final and binding on both Parties. SECTION 8.8 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. SECTION 8.9 HEADINGS. The headings of each Section under this Agreement are only for the purpose of reading convenience, and shall not be regarded as parts of the Agreement, or by any mean influence the meaning or interpretation hereto. SECTION 8.10 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein or therein. There are no agreements, representations, warranties or covenants other than those expressly set forth herein or therein. This Agreement supersedes all prior agreement and understandings between the Parties with respect to such subject matter. SECTION 8.11 ASSIGNMENT. This Agreement shall not be assigned by operation of law or otherwise without prior written consent of the opposing Party. SECTION 8.12 TERMINATION. Either Party has the right by 30 days notice in writing to terminate this Agreement as from the date of service of such notice in the event the other party breaches this Agreement. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed on the date first above written. Exhibit 4.8 - Pg. 11 (No text on this page) SELLER: BUYER: TAMWORTH INDUSTRIAL LTD. EURO TECH (FAR EAST) LIMITED By: /s/ George Hayek By: /s/ T. C. Leung ---------------------------- -------------------------------- Name: George Hayek Name: T. C. Leung Position: Chairman Position: Chairman Address: British Virgin Islands Address: 18/F Gee Chang Hong Centre, P.O. Box 957 65 Wong Chuk Hang Road, Hong Kong Offshore Incorporation Centre Roadtown, Tortola PACT: PACT ASIA PACIFIC LIMITED By: /s/ George Hayek --------------------------- Name: George Hayek Position: Chairman Address: British Virgin Islands P.O. Box 957 Offshore Incorporation Centre Roadtown, Tortola Exhibit 4.8 - Pg. 12 -----END PRIVACY-ENHANCED MESSAGE-----