EXHIBIT 99.2

FEISHANG GROUP LIMITED

TOP pacific (CHINA) limited

CHINA NATURAL RESOURCES, INC.

LI Feilie

AND

Yao yuguang

AGREEMENt

FOR

THE SALE AND PURCHASE

OF

the entire issued share capital of

Williams minerals (Pvt) Ltd

CONTENTS

THIS AGREEMENT is made on 27 February 2023

BETWEEN:

THE PARTIES AGREE as follows:

"Accounts" means the Group Companies' financial statements (audited or unaudited) for each of the financial years since its respective incorporation with the latest covering the period ended on the Last Accounting Date;

"Business Day" means any day (other than a Saturday or Sunday or public holiday) on which banks in the PRC are open for the transaction of normal business;

"Common Shares" means the common shares, no par value, of the Buyer;

"Company" means WILLIAMS MINERALS (PVT) LTD, a company incorporated in Zimbabwe (number 8018/2019) whose registered office is at 1 Stonehurst Zvimba Rural District Council, Zvimba, Zimbabwe;

"Completion" means completion of the sale and purchase of the Shares in accordance with this Agreement;

"Completion Date" means the Fifth (5th) Business Day after the payment of the First Instalment, or any other date as mutually agreed by the parties hereto provided that on such date all the Conditions shall have been satisfied or waived;

"Condition" means a condition set out in clause 3.1 and "Conditions" means all those conditions;

"Confidential Information" means all information which is used in or otherwise relates to a party and/or its group company's business, customers or financial or other affairs including, without limitation, information relating to:

but does not include information which is made public by, or with the consent of, the other parties;

"Consideration Shares" means the number of Common Shares to be allotted and issued at a price per Common Share of (i) 105% of the average closing price of the Buyer’s securities as quoted on NASDAQ for the twenty trading days immediately preceding the date of this Agreement or (ii) US$0.70, whichever is higher pursuant to clause 2.5;

"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, assignment, deed of trust, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect, any proxy, power of attorney, voting trust arrangement, interest, right of first refusal or any adverse claim as to title, possession or use;

"Group" means the Holdco and its subsidiaries, and a “Group Company” refers to any of them;

"Holdco" means an indirect holding company of the Company upon completion of the Reorganisation as contemplated under this Agreement, which, as at the date of this Agreement, is contemplated to be Greatfame Investments Limited (盛名投資有限公司), a company incorporated with limited liability in the British Virgin Islands (number 1498432), the shares of which is expected to be owned as to 70% by the First Seller and 30% by the Secord Seller upon completion of the Reorganisation;

"IFRSs" means International Financial Reporting Standards issued by the International Accounting Standards Board;

"Last Accounting Date" means 30 September 2022;

"Long Stop Date” means 31 December 2023 or any other date as agreed by the parties in writing;

“Mining Area” means an area of approximately 8682 hectares situated within RA 1518 in the Mining District of the Manicaland, Zimbabwe, details of which is set out with reference to the Mining Right in schedule 5;

“Mining Right” means the right to carry out prospecting/ mining operations for lithium in terms of Section 291 of the Mines and Minerals Act [Chapter 21:05] under the Special Grant No. 7507 (PART XIX);

"Nominee Shareholder(s)" means the following legal owners of the Shares as at the date of this Agreement, being:

"Permit" means:

in each case necessary for the effective operation of the Group Company's business, its ownership, possession, occupation or use of an asset or the execution or performance of this Agreement;

"PRC" means the People’s Republic of China;

"Property" means the Mining Right, details of which are set out in schedule 5;

"Promissory Notes" means the promissory note(s) to be issued to each of the Sellers as a means of payment of the Total Consideration;

“Regulation S” means Regulation S, as amended, as promulgated under the Securities Act;

"Reorganisation" has the meaning ascribed hereto under clause 2.1 of this Agreement;

"Resolutions" means the resolutions in the agreed form;

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"Shares" means 2,000 fully-paid ordinary shares of US$1.00 each of the Company comprising the whole of the allotted and issued share capital of the Company;

"Shares of the Holdco" means the entire issued share capital of the Holdco comprising 100% of the allotted and issued share capital of the Holdco;

"Tax" has the meaning given in the Tax Deed;

"Tax Authority" has the meaning given in the Tax Deed;

"Tax Deed" means the tax deed in the agreed form between the Sellers, the Beneficial Owners and the Buyer;

“US$” means the United States Dollars, the currency of the United States; and

"Warranty" means a statement contained in schedule 3 and "Warranties" means all those statements.

1.2 In this Agreement, a reference to:

Total Consideration = QAQR x UP – (DDC + ITRC)

Whereas:

QAQR = “Qualified Actual Quantity of Resources”, which refers to the actual amount and/or quantity of qualified lithium oxide metal resources, being lithium oxide of grade 1.06% or above, proven, in control by the Company or estimated to exist in the respective independent technical report(s) issued in accordance with the standard under The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). For the avoidance of doubt, lithium oxide of grade below 1.06% shall not be considered as qualified measured, indicated and inferred resources for the calculation of the Total Consideration;

UP = “Unit Price”, which refers to the unit price of the qualified lithium oxide of US$500 per ton;

DDC = “Due Diligence Costs”, which refers to all relevant due diligence expenses incurred by the Buyer, its employees and professional consultants in connection with the transaction contemplated under this Agreement, including but not limited to the travel expenses, consultancy fees, inspection and testing fees;

ITRC = “Independent Technical Report Costs”, which refers to all relevant expenses incurred by the Buyer regarding the issuance of the independent technical report(s) in connection with the transaction contemplated under this Agreement, including but not limited to the expenditure on exploration, the fees of the independent technical consultant(s), the inspection and testing fees.

For each region of the Mining Area, if any payment of the Then Total Consideration Accumulated is initially settled by the issuance of Promissory Notes, the Buyer shall, at its sole discretion, determine a reference date for the redemption of the Promissory Notes and inform the Sellers accordingly whereby the Sellers shall then cease to operate the relevant region of the Mining Area for the independent consultancy firm(s) to ascertain the then remaining QAQR to arrive at a revised consideration (the “Re-Valuation”) of such region as of the said reference date. If the Re-Valuation is more than the aggregate amount of Consideration Shares issued and cash payment made pursuant to clause 2.5.3 for that region, the Buyer shall settle the said difference in cash within Ten (10) Business Days after the date of report of the Re-Valuation, and the outstanding Promissory Notes are deemed to be automatically redeemed in full. Alternatively, if the Re-Valuation is less than the aggregate amount of Consideration Shares issued and cash payment made by the Buyer pursuant to clause 2.5.3 for that region, the Sellers shall pay the difference in cash within Ten (10) Business Days after the date of report of the Re-Valuation, and the outstanding Promissory Notes are deemed to be automatically cancelled.

Reference to "ownership" in this clause refers to the legal possession and control over the relevant region of the Mining Area, including the right to exploration and sales of qualified lithium oxide metal resources and the revenue derived therefrom as well as the bearing of the operational costs, expenses incurred and any third-party claims.

3.1.9.1. the Sellers acquiring a capital gains tax clearance certificate (the “Capital Gains Tax Certificate”) from the Zimbabwe Revenue Authority (“ZIMRA”) for the transfer of the Shares to Holdco;

3.1.9.2. an exchange control approval from the Reserve Bank of Zimbabwe for the Reorganisation (“Exchange Control Approval”);

3.1.9.3. an approval by the Competition and Tariff Commission of Zimbabwe for the acquisition and transfer of Shares to Holdco; and

3.1.9.4. each of the Sellers and/or the Nominee Shareholders shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

5.2.2 may rely on the Warranties in warranting to any subsequent buyer of all or any of the Shares or of all or any part of the undertaking of the Group Company.

“The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this paragraph have the meanings given to them by Regulation S.

Except where this Agreement or the relevant document provides otherwise, each party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each document referred to in it.

No party may assign or in any other way alienate any of its rights under this Agreement whether in whole or in part without the prior written consent of the other party except where such assignment is to its wholly-owned subsidiary.

13.2 In the absence of evidence of earlier receipt, a Notice shall be deemed to have been duly given if:

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

SCHEDULE 1
INFORMATION ABOUT THE GROUP COMPANIES

PART A1: THE HOLDCO - Greatfame Investments Limited (盛名投資有限公司)

PART A2: York King Limited (旭御有限公司)

PART A3: THE COMPANY

PART B: THE SELLERS

Feishang Group Limited

Top Pacific (China) Limited

SCHEDULE 2
COMPLETION REQUIREMENTS

in each case certified to be a true copy by a director or the secretary of the Sellers;

1.2.1 approve the Reorganisation and the transfer of the Shares of the Holdco and vote in favour of the registration of the Buyer or its nominee(s) as member(s) of the Holdco in respect of the Shares of the Holdco (subject to the production of properly stamped transfers);

1.2.2 (if applicable) change the Holdco’s and its subsidiaries’ registered office (including that of the Company's) to a place nominated by the Buyer;

1.2.4 (if applicable) accept the resignations of the directors, secretary and auditors of the Holdco and/or the Company and appoint persons nominated by the Buyer as directors, secretary and auditors of the Group Company with effect from the end of the meeting; and

1.2.5 (if applicable) with effect from the end of the meeting, authorise the secretary to notify the specimen signatures of the new officers of the Group Company in connection with each existing mandate given by the Group Company for the operation of its bank accounts.

The Sellers shall deliver to the Buyer certified true copies of the above resolutions.

2.1.1 (if not already delivered) as evidence of the authority of each person executing a document referred to in this schedule on the Buyer’s behalf, a copy of the minutes of a duly held meeting or written resolutions of the directors of the Buyer (or a duly constituted committee thereof) authorising the execution by the Buyer of the document and, where such execution is authorised by a committee of the board of directors of the Buyer, a copy of the minutes of a duly held meeting or written resolutions of the directors constituting such committee or the relevant extract thereof, the minutes shall be certified to be a true copy by a director or the secretary of the Buyer;

2.1.2 (if applicable) consent to act as director duly executed by each person nominated by the Buyer as director of the Group Company; and

2.1.3 the Tax Deed duly executed by the Buyer.

SCHEDULE 3
WARRANTIES

Table of Contents

No.Subject Matter

In this schedule:

“EHS Laws” means all laws, statutes, regulations, subordinate legislation, bye-laws, common law and other national, international, federal, European Union, state and local laws, judgments, decisions and injunctions of any court or tribunal, and codes of practice and guidance notes which from time to time apply to the Group Company (or any part of their business) to and the extent that they relate to or apply to the Environment, energy efficiency, climate change or the health and safety of any person.

“EHS Matters” means all matters relating to:

“EHS Permits” means any permits, licences, consents, certificates, registrations, notifications or other authorisations required under any EHS Laws for the operation of the business or in relation to any of the Properties.

“Environment” means the natural and human-made environment including all or any of the following media: air (including air within buildings and other natural or human-made structures above or below the ground), water, land, and any ecological systems and living organisms (including humans) supported by those media.

“Greenhouse Gases” means any natural or anthropogenic gases which trap thermal radiation in the earth’s atmosphere, including (but not limited to) carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6).

“Harm” means harm to the Environment, and in the case of humans, this includes offence caused to any of their senses or harm to their property.

“Hazardous Substances” means any material, substance or organism which, alone or in combination with others, is capable of causing Harm, including (but not limited to) radioactive substances.

“Material Contract” means any agreement, arrangement, understanding or commitment that the Group Company is a party to or bound by, that is of material importance to the business, profits or assets of the Group Company.

“Waste” means any waste, including any by-product of an industrial process and anything that is discarded, disposed of, spoiled, abandoned, unwanted or surplus, irrespective of whether it is capable of being recovered or recycled or has any value.

The Holdco is a private company with limited liability under the laws of the BVI and has been in continuous existence since incorporation.

The Company is a private company with limited liability under the laws of Zimbabwe and has been in continuous existence since incorporation.

1.2.1 The Sellers have the right, power and authority, and have taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement and each document to be executed at or before Completion. The Sellers and the Beneficial Owners have fulfilled the foreign exchange registration procedures (if necessary) for the transaction contemplated in this Agreement under the applicable laws and regulations.

1.2.2 Each of Group Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.

The Sellers’ obligations under this Agreement and each document to be executed at or before Completion are, or when the relevant document is executed will be, enforceable in accordance with their terms.

The particulars of the Group Company set out in schedule 1 are true, accurate and not misleading.

All information given by or on behalf of the Beneficial Owners and the Sellers (or its agents or advisers) to the Buyer (or its agents or advisers) in the course of the negotiations leading up to this Agreement was, when given, and is now, true, accurate, complete and not misleading.

The information set out in this Agreement is true, accurate and not misleading.

All information about the Shares of the Holdco and the Group Company’s business which might be material for disclosure to a buyer of the Shares of the Holdco has been disclosed to the Buyer in writing.

3.1.1 The Beneficial Owners are the beneficial owners of the Shares. Upon completion of the Reorganisation, the Sellers are the legal and beneficial owners of the Shares of the Holdco.

3.1.2 The Shares of the Holdco comprise the whole of the Holdco’s allotted and issued share capital, have been properly allotted and issued and are fully paid or credited as fully paid, and the Shares comprise the whole of the Company’s allotted and issued share capital, have been properly allotted and issued and are fully paid or credited as fully paid.

3.1.3 There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Shares of the Holdco or the Shares or unissued shares in the capital of the Holdco or the Company. No person has claimed to be entitled to an Encumbrance in relation to any of the Shares. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance.

3.1.4 Other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Holdco (including, without limitation, an option or right of pre-emption or conversion). There is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company (including, without limitation, an option or right of pre-emption or conversion).

3.1.5 The Sellers have taken all necessary actions and have all requisite power and authority to enter into and perform this Agreement and each of the other documents to which they are parties in accordance with their respective terms.

4.1.1 The Accounts have been prepared on a proper and consistent basis in accordance with the law and applicable standards, principles and practices generally accepted in the place of incorporation of the Group Company.

4.1.2 No change in accounting policies has been made in preparing the accounts of the Group except for those necessary changes made in accordance with the relevant accounting law and applicable standards, principles and practice.

The Accounts fully disclose and provide adequately for all bad and doubtful debts, all liabilities (actual, contingent or otherwise) and all financial commitments of the Group existing as at the Last Accounting Date.

The results shown by the financial statements of the Group Company have not (except as disclosed in those accounts) been affected by an extraordinary, exceptional or non-recurring item or by another fact or circumstance making the profit or loss for a period covered by any of those accounts unusually high or low.

The Accounts reserve or provide in accordance with applicable standards, principles and practices generally accepted in the place of incorporation of the Group Company for all Tax liable to be assessed on the Group Company, or for which it is or may become accountable, for all periods starting on or before the Last Accounting Date (whether or not the Group Company has or may have a right of reimbursement against another person). The Accounts reserve in accordance with applicable standards, principles and practices generally accepted in the place of incorporation of the Group Company for all contingent or deferred liabilities to Tax for all periods starting on or before the Last Accounting Date.

In the Accounts:

4.5.1 stock (except long-term contract balances) was valued in the same way and on the basis of the lower of cost or net realisable value;

4.5.2 the long-term contract balances were valued in the same way and on the basis of net cost less foreseeable losses and payments on account; and

4.5.3 all redundant and obsolete stock was written off and all slow-moving and damaged stock was written down appropriately.

4.6.1 The bases and rates of depreciation and amortisation used in the Accounts were consistent throughout the financial years since the incorporation of the Group Company.

4.6.2 The rates of depreciation and amortisation used in the Accounts were sufficient to ensure that each fixed asset of the Group Company will be written down to nil by the end of its useful life.

The Group’s accounting records are up-to-date, in its possession or under its control and are properly completed in accordance with the law and applicable standards, principles and practices generally accepted in the place of incorporation of the Group Company.

Since the Last Accounting Date:

5.1.1 the Group’s business has been operated in the usual way so as to maintain it as a going concern;

5.1.2 there has been no adverse change in the financial or trading position or prospects of any of the Group Company; and

5.1.3 no material change has occurred in the assets and liabilities shown in the Accounts and there has been no reduction in the value of the net tangible assets of the Group on the basis of the valuations used in the Accounts.

Since the Last Accounting Date:

5.2.1 none of the Group Company has, other than in the usual course of its business:

5.2.2 none of the Group Company has factored, sold or agreed to sell a debt;

5.2.3 none of the Group Company has:

5.2.4 the Group’s business has not been materially and adversely affected by the termination of, or a change in the terms of, an agreement or by the loss of a customer or supplier or by an abnormal factor not affecting similar businesses and to the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no fact or circumstance exists which might have a material and adverse effect on the Group’s business;

5.2.5 none of the Group Company has declared, paid or made a dividend or distribution except as provided in the Accounts;

5.2.7 there has been no abnormal increase or reduction of inventory;

5.2.8 none of the Group Company has changed its accounting reference period;

5.2.9 no resolution of the shareholders of the Group Company (other than ordinary business conducted at an annual general meeting) has been passed; and

5.2.10 none of the Group Company has created, allotted, issued, acquired, repaid or redeemed share or loan capital or made an agreement or arrangement or undertaken an obligation to do any of those things.

6.1.1 If applicable, a Group Company is and has at all times been subject to or assessed on Taxes under relevant jurisdiction of its incorporation only, and is not liable to pay and has at no time incurred any liability to Tax chargeable under the laws of any jurisdiction other than the relevant jurisdiction of its incorporation.

The Group Company has made all such returns, provided all such information and maintained all such records in relation to Tax as are required to be made or provided or maintained by it and none of such returns is disputed by any tax authority concerned.

The Group Company is not involved in a dispute with any tax authority. To the best of the knowledge of the Beneficial Owners and the Sellers, no tax authority has investigated or indicated that it intends to investigate the tax affairs of the Group Company.

The Group Company is not liable, and there are no circumstances which could render the Group Company liable to pay any estate duty under the relevant jurisdiction of its incorporation.

7.1.1 Each asset included in the Accounts or acquired by the Group since the Last Accounting Date (other than stock disposed of in the usual course of business) and each asset used by the Group or which is in the reputed ownership of the Group is:

7.1.2 The Group owns or has the right to use each asset necessary for the effective operation of its business.

7.1.3 All plant, machinery, vehicles and equipment owned, possessed or used by the Group are in good condition and working order and have been regularly and properly maintained. They are capable, and will continue to be capable of doing the work for which they were designed. None is in need of renewal or replacement or surplus to the Group’s current or proposed requirements.

7.1.4 The Group’s asset registers comprise a complete and accurate record of all the plant, machinery, equipment, vehicles and other assets owned, possessed or used by it.

7.1.5 Maintenance contracts are in force for each asset of the Group which is normal to be maintained by independent or specialist contractors and for each asset which the Group is obliged to maintain or repair under a leasing or similar agreement. Those assets have been regularly maintained to a good technical standard and in accordance with:

The Group Company is not a party to, nor is it liable under, a lease or hire, hire purchase, credit sale or conditional sale agreement.

7.3.1 No debt shown in the Accounts or the Group’s accounting records is overdue or is the subject of an arrangement.

7.3.2 The Group has not released a debt shown in the Accounts or its accounting records so that the debtor has paid or will pay less than the debt’s book value. None of the debts shown in the Accounts or the Group’s accounting records has been deferred, subordinated or written off or become irrecoverable to any extent. To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, each of those debts will realise its book value in the usual course of collection.

No such default has been threatened, and there are no facts or circumstances likely to give rise to any such default.

All references to the Property in this paragraph 8 are to Property set out in schedule 5.

8.1.1 The Property comprises all of the land and premises owned, vested in, leased or licensed to, occupied or used by, or in the possession of, the Group.

8.1.2 The information set out in schedule 5 is true, complete and accurate in all respects and not misleading in any respect because of any omission or ambiguity or for any other reason. The Beneficial Owners and the Sellers have not omitted to disclose to the Buyer any information relating to the Property which, if disclosed, may affect the Buyer's decision as to whether to assume any obligations under this Agreement or the extent of such obligations.

The Property is not subject to outgoings other than the government rates or any applicable taxes, government rent, water and sewerage rates, management fees and insurance premiums.

8.3.1 There is no person in possession or occupation of, or who has or claims a right or interest of any kind in, the Property adverse to the Group’s interest. Except as stated in schedules 5, the Group is entitled to and has exclusive possession of the Property.

8.3.2 No fact or circumstance exists which materially and adversely affects the Property's value or the use or enjoyment of the Property or casts doubt on the Group's right or title to the Property.

8.4.1 There are, and during the two years ending on the date of this Agreement have been, no Property Proceedings and none are pending or threatened. To the best of the Beneficial Owners’ as well as the Sellers' knowledge, information and belief, no fact or circumstance exists which might give rise to a Property Proceeding. Nothing has been done or omitted in respect of the Property the doing or omission of which is a contravention of any applicable law, regulations, order or official directions. There is no outstanding notice, compliant, requirement, judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or governmental agency affecting the Property.

To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, there is no resolution, plan or proposal for compulsory acquisition or resumption of the Property or any part thereof by a governmental body, authority or department or any written notices adversely affecting the Property or the present use thereof from the same.

8.6.1 The Property's existing use as stated in schedule 5 is the lawful use permitted under:

and in neither case is that permission temporary or personal.

8.6.2 Any permission necessary for the Property's existing use, is in force.

8.7.1 There is no material deficiency which requires correction in the state or condition of any building or other structure on or forming part of the Property.

8.7.2 No flooding, subsidence or other material defect of any kind (including, without limitation, a design or construction defect) affects or has affected the Property.

8.7.3 No building or other structure on or forming part of the Property contains a deleterious substance or a substance which is not at the date of this Agreement used in generally accepted good building practice.

8.7.4 The Property is in good and substantial repair and fit for the purposes for which it is currently used.

Except in relation to the Property, the Group has no liability arising out of a conveyance, transfer, lease, tenancy, licence, agreement or other document relating to land, premises or an interest in land or premises.

9.1.1 To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no fact or circumstance exists which might invalidate or give rise to a ground for termination, avoidance or repudiation of an agreement, arrangement or obligation to which the Group Company is a party. No party with whom the Group Company has entered into an agreement, arrangement or obligation has given notice of its intention to terminate, or has sought to repudiate or disclaim, the agreement, arrangement or obligation.

9.1.2 Neither the Group Company nor any party with whom the Group Company has entered into an agreement, arrangement or obligation is in material breach of the agreement, arrangement or obligation. To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no fact or circumstance exists which might give rise to a breach of this type.

9.2.1 The Group Company is not a party to, and is not liable under, a long-term, onerous or unusual agreement, arrangement or obligation including, without limitation:

9.2.2 The Group Company is not:

The Group has paid its creditors within the times agreed with them.

10.2.1 During the year ending on the date of this Agreement, no substantial supplier or customer of the Group has:

10.2.2 To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no substantial supplier or customer of the Group is likely to:

10.2.3 To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, the attitude of customers, suppliers and employees with regard to the Group will not be prejudicially affected by the execution or performance of this Agreement or any document to be executed at or before Completion.

10.2.4 The Group Company has not entered into an agreement or arrangement with a supplier or customer on terms materially different to its standard terms of business.

10.2.5 No person (either individually or jointly with another person) has bought from or sold to the Group, either in the financial year ended on the Last Accounting Date or since the Last Accounting Date, more than 5 percent. of the total amount of all purchases or sales made by the Group in that period.

Neither the execution nor the performance of this Agreement or any document to be executed at or before Completion will result in the Group losing the benefit of an asset, grant, subsidy, right or privilege which it enjoys at the date of this Agreement or will:

any agreement or arrangement to which the Group Company is a party or any legal or administrative requirement by which the Group Company is bound.

Except as disclosed in the Accounts, the Group does not have outstanding and has not agreed to create or incur loan capital, borrowings or indebtedness in the nature of borrowings.

12.2.1 The Group Company is not a party to and is not liable under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another ’person’s obligation.

12.2.2 No part of the loan capital, borrowings or indebtedness in the nature of borrowings of the Group is dependent on the guarantee or indemnity of, or security provided by, another person which is not a Group Company.

No event has occurred or been alleged to have occurred which:

12.3.1 constitutes an event of default, or otherwise gives rise to an obligation to repay, under an agreement relating to borrowing or indebtedness in the nature of borrowing (or will do so with the giving of notice or lapse of time or both); or

12.3.2 will lead to an Encumbrance constituted or created in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity or other obligation of the Company becoming enforceable (or will do so with the giving of notice or lapse of time or both).

12.4.1 The Group Company is not liable to repay an investment or other grant or subsidy made to it by a body.

12.4.2 No fact or circumstance (including, without limitation, the execution and performance of this Agreement) exists which might entitle a body to require repayment of, or refuse an application by the Group Company for, the whole or part of a grant or subsidy.

No petition has been presented, no order has been made, or resolution passed for the winding up of the Group Company or for the appointment of a liquidator or provisional liquidator to the Group Company and no other process has been initiated which could lead to the Group Company being wound up or its assets being distributed among its creditors, shareholders or other contributors or the Group Company being dissolved.

No administrator has been appointed in relation to the Group Company. No notice has been given or filed with the court of an intention to appoint an administrator. No petition or application has been presented or order has been made for the appointment of an administrator in respect of the Group Company.

No receiver or administrative receiver or manager has been appointed, nor any notice given of the appointment of any such person, over the whole or part of the business or assets of the Group Company.

No compromise or arrangement has been proposed, agreed to or sanctioned in respect of the Group Company, nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.

The Group Company has not proposed or agreed to a composition, compromise, assignment or arrangement with any of its creditors.

The Group Company is not unable to pay its debts and there are no unsatisfied written demands that have been served on the Group Company. There is no unsatisfied judgment or court order outstanding against the Group Company. The value of the Group Company’s assets is not less than its liabilities (including its contingent and prospective liabilities).

The Group Company has not stopped payment of, nor is it unable to pay, its debts as they fall due, nor has the Group Company commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness.

No distress, execution, attachment, sequestration or other process has been levied on any of the assets of the Company which remains undischarged.

No action is being taken by the competent authority to strike the Group Company off the register of the respective companies registry.

The Company is not, in any jurisdiction, subject to or threatened by any other procedures or steps which are analogous to those set out above.

The Group Company has not at any time during the two years immediately prior to the date of this Agreement

15.1.1 Neither the Group Company nor a person for whose acts or defaults the Group Company may be vicariously liable is involved, or has during the three years ending on the date of this Agreement been involved, in a civil, criminal, arbitration, administrative or other proceeding. No civil, criminal, arbitration, administrative or other proceeding is pending or threatened by or against the Group Company or a person for whose acts or defaults the Group Company may be vicariously liable.

15.1.2 To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no fact or circumstance exists which might give rise to a civil, criminal, arbitration, administrative or other proceeding involving the Group Company or a person for whose acts or defaults the Group Company may be vicariously liable.

15.1.3 There is no outstanding judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or governmental agency against the Group Company or a person for whose acts or defaults the Group Company may be vicariously liable.

The Group Company has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal and administrative requirements.

There is not and has not been any governmental or other investigation, enquiry or disciplinary proceeding concerning the Group Company and none is pending or threatened. To the best of the Beneficial Owners’ as well as the Sellers’ knowledge, information and belief, no fact or circumstance exists which might give rise to an investigation, enquiry or proceeding of that type.

Neither the Company nor any person for whose acts or defaults the Group Company may be vicariously liable has:

15.4.1 induced a person to enter into an agreement or arrangement with the Group Company by means of an unlawful or immoral payment, contribution, gift or other inducement;

15.4.2 offered or made an unlawful or immoral payment, contribution, gift or other inducement to a government official or employee; or

15.4.3 directly or indirectly made an unlawful contribution to a political activity.

There is not, and during the three years ending on the date of this Agreement there has not been, any agreement or arrangement (legally enforceable or not) to which the Group Company is or was a party and in which the Sellers, a director or former director of the Group Company or a person connected with any of them is or was interested in any way.

18.1.1 Copies of the memorandum and articles of association (or other constitutional and corporate documents) of the Group Company have been disclosed. Such copy documents:

The Group Company has not given a power of attorney or other authority by which a person may enter into an agreement, arrangement or obligation on the Group Company’s behalf (other than an authority for a director, other officer or employee to enter into an agreement in the usual course of that ’person’s duties).

SCHEDULE 4
ACTION PENDING COMPLETION

1.9.1 not apply for a Property Permit or implement a Property Permit already obtained but not implemented;

1.9.2 not change its existing use; or

1.9.3 not agree a new fee payable under a licence.

1.20.2 ensure the efficient continuation of management and operations of the Group Company after Completion;

1.20.3 prepare for the introduction of the Buyer's normal working procedures in readiness for Completion; and

EXECUTED by the parties on the date hereinabove stated: