DATED ________________________ 2019
Liu Tao and Liang Qi
Pacific Green Technologies Inc.
SHARE PURCHASE AGREEMENT
This agreement is dated _______________________ 2019
|(1)||Liu Tao (Mr Liu) and Liang Qi (Ms Liang) (together, Mr Liu and Ms Liang, the Sellers).|
|(2)||Pacific Green Technologies Inc. incorporated and registered in Delaware and whose registered office is at 8 The Green, Suite #10212, Dover, Delaware 19901, USA (Buyer)。|
太平洋绿色技术股份有限公司，一家在特拉华州注册并成立的公司，其注册地址为美国特拉华州多佛市The Green 8号10212室，邮编19901（8 The Green, Suite #10212, Dover, Delaware 19901, USA）（买方）。
The definitions and rules of interpretation in this clause apply in this agreement.
Company: Shanghai Engin Digital Technology Co. Ltd, a company incorporated and registered in China with Uniform Social Credit Code 91310112051224370P whose registered office is at Room A2004, Building B, No. 555, Dongchuan Road, Minhang District, Shanghai, China, further details of which are set out in Schedule 1.
Consideration Shares: new shares in the capital stock of the Buyer equal to 75,000 shares to Mr Liu and 50,000 shares to Ms Liang.
Deferred Payment: the deferred payment of RMB2,000,000 for the Sale Shares to be paid by the Buyer to the Sellers in accordance with Clause 3 and divided as to RMB1,200,00 to Mr Liu and RMB800,000 to Ms Liang.
Performance Tests: the performance tests for the Reference Plant that are due to take place in April 2020 and May 2020 to confirm that the Reference Plant meets the criteria prescribed by the PRC governmental standard attached to the Shouhang Agreement. Should the Company in conjunction with Shouhang not be in a position to perform the tests then an independent and international third party shall be appointed to perform the tests to the same standard at the cost of Shouhang.
PRC: The People’s Republic of China.
Reference Plant: Dunhuang 100MW Molten Salt Tower Power Plant.
RMB: The lawful currency of the PRC.
Sale Shares: a 25% share of the registered capital of the Company, all of which is owned by the Sellers in the proportions disclosed to the Buyer.
Shouhang Agreement: the agreement for the sale and purchase of the remaining 75% of the shares in the Company by the Buyer with Beijing Shouhang IHW Resources Saving Technology Company Ltd.
|1.1||Closing is subject to and conditional upon the condition in Clause 1.3 being satisfied (or waived by the Buyer in its discretion) by 31 July 2020.|
|1.2||If a Condition under Clause 1.3(a) or 1.3(b) is not fully satisfied, then unless each unfulfilled Condition is waived by the Buyer, this agreement shall terminate and cease to have effect.|
|1.3||The following are the conditions (Conditions):|
|(a)||The execution and full performance of the Shouhang Agreement and this Agreement in respect of the Consideration Shares.|
|(b)||The satisfactory completion of the Performance Tests in respect of the Deferred Payment.满意地完成有关延期付款的性能测试。|
|2.||SALE AND PURCHASE买卖|
|2.1||On the terms of this agreement, the Sellers shall sell and the Buyer shall buy the Sale Shares with full title guarantee free from all encumbrances and together with all rights that attach (or may in the future attach) to the Sale Shares including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this agreement.|
|2.2||Each Seller covenants with the Buyer that (a) it has the right to sell the Sale Shares on the terms set out in this agreement, (b) it shall do all it can, at its own cost, to give the Buyer the full legal and beneficial title to the Sale Shares and (c) it sells the Sale Shares free from all Encumbrances.|
|2.3||The Consideration Shares shall be issued to the Sellers on the satisfactory execution of the Shouhang Agreement and this Agreement.|
|2.4||The Deferred Payment shall be paid by the Buyer to the Sellers in cash on satisfaction of Clause 1.3 (b). All payments to be made to the Sellers under the Deferred Payment clause of this agreement shall be made in RMB by electronic transfer of immediately available funds to each Seller and to such account as it may direct|
|2.5||Closing shall take place at such place or time as agreed in writing by the Sellers and the Buyer.|
|2.6||At closing and in exchange for the Consideration Shares, each Seller shall transfer the Sale Shares in such form as is necessary for the Buyer to acquire legal ownership of the Sale Shares in accordance with the laws of the PRC.|
|3.||GENERAL CLAUSE 一般条款|
|3.1||A notice given to a party under or in connection with this agreement shall be in writing and in English, shall be signed by the party giving it to the other party to such fax or email address as that party has given the other for the purposes of this agreement.|
|3.2||This Agreement is made in both English version and Chinese version. Where there is discrepancy between the two languages, the English should prevail.|
|3.3||This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Hong Kong.|
|3.4||Each party irrevocably agrees that the courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.|
<SIGNATURE PAGE TO FOLLOW>
This agreement has been entered into on the date stated at the beginning of it.
Signed by Liu Tao
Signed by Liang Qi.
for and on behalf of
Pacific Green Technologies Inc.