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(1) Hopeful Internet Technologies Limited
(2) GENIUS TECHNOLOGY INTERNATIONAL LIMITED
A G R E E M E N T
FOR SALE AND PURCHASE OF EQUITY CAPITAL IN
SHANGHAI SINOBULL INFORMATION CORPORATION LIMITED
Victor Chu & Co.
19th Floor, Tower II,
The Gateway, 25 Canton Road,
Kowloon, Hong Kong
Telephone: (852) 2956 1818
Facsimile: (852) 2956 1161
This AGREEMENT is entered into on 2003
(l) Hopeful Internet Technologies Limited, a company incorporated in the British Virgin Islands and whose
registered address is [ ] and business address is Suite B, 19/F., Ritz Plaza, 122 Austin Road, Tsimshatsui, Hong
Kong (the "Vendor"); and
(2) Genius Technology International Limited, a company incorporated under the laws of Hong Kong whose
registered office is situate at 19th Floor, Wing On House, No. 71 Des Voeux Road Central, Hong Kong (the
A. The Company is a wholly foreign owned company established in Shanghai under the laws of the PRC whose
particulars are set out in Schedule 1.
B. The Vendor is the sole legal and beneficial owner of the Company.
C. The Vendor is desirous to sell and the Purchaser is desirous to purchase the entire equity capital of the
Company on the terms and conditions set out in this Agreement.
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the
"Accounting Date" means 31st December, 2002;
"Accounts" means the audited consolidated accounts of the
Company comprising the balance sheet of the
Company and the consolidated balance sheet of the