EXHIBIT 10.1
TRANSLATION
EQUITY PURCHASE AGREEMENT
PARTIES OF THIS AGREEMENT:
PARTY A: Beijing Sande Technology (Holding) Co., Ltd.
Address: No. 11 Shixing Street, Shijingshan Badachu,
Hi-Tech Park, Beijing, China
Legal Representative: Gao Chen
Nationality: People's Republic of China
PARTY B: American Metal Technology Group
Address: 600 Wilshire Blvd., Suite 1253, Los Angeles, CA 90017
Legal Representative: Richard Cheuk Lui
Nationality: United States of America
Beijing Tong Yuan Heng Feng Technology Co., Ltd. ("TongYuan") resides in
People's Republic of China ("China"), with Corporation Business License Number:
1101061345177 (1-1), registered capital of RMB 2 million. Party A is an existing
shareholder of TongYuan, with 80% holding of TongYuan equities. Hereby, Party B
is willing to exchange newly issued stock equivalent to 88% of its total
outstanding common stock on a fully diluted basis with 80% of TongYuan equity
held by Party A. According to appropriate laws and regulations of the People's
Repubic of China, both parties of this Equity Purchase Agreement, based on
equality and mutual benefit, through friendly negotiation, reached mutual
agreement on certain terms and conditions, hereby, set forth as stated below:
Section 1 Entity and Amount in the Equity Purchase
Party A agrees to exchange its holding of 80% of TongYuan to Party B,
Party B accepts aforementioned stock holding, at the same time, Party B is
willing to exchange newly issued stock equivalent to 88% of its total
outstanding common stock on a fully diluted basis with Party A. Upon the
completion of this Equity Purchase, Party A shall no longer own any equity in
TongYuan, instead, Party A shall control 88% of Party B outstanding; Party B
controls 80% of TongYuan outstanding.
Section 2 Equity Purchase Date and Method
Within three months from the date of signature set forth in Section 11(3),
Party B shall deliver newly issued stock equivalent to 88% of its total
outstanding on a fully diluted basis in accordance to the Corporate Laws of
Nevada State, United States, to Party A. Upon receipt of Party B's stock
certificate, Party A shall ensure TongYuan has made necessary revisions to its
Bylaw and other related legal documents to reflect Party B's ownership of 80%
equity outstanding, and deliver the revised Bylaw to Party B as proof.
Within twelve months from the date of signature set forth in Section
11(3), Party A guarantees Party B that it will assist Party B to conduct all
filing, amendment, registration procedures with appropriate government agencies
in accordance with the Corporate Law of People's Republic of China. Party B
guarantees Party A that it would provide all necessary document to ensure
TongYuan complete aforementioned procedures.
Section 3 Taxation
Each party of this Equity Purchase Agreement shall bear any potential tax
as a result of this Equity Purchase transaction in accordance with laws and
regulations in China.
Section 4 Arrangement of Management and Employees
Upon completion of Equity Purchase, Mr. Gao Chen shall continue to act as
president of TongYuan, all management shall keep their original posts, and
employees continue to work according to existing labor agreements.
Section 5 Breach of duty
Upon signing of this agreement, it is binding to both parties, neither
party shall breach, if any party breaches this agreement, it shall bear
responsibilities in terms of Breach of Contract.
1. Party A represents and warranties that the financial statements and
list of assets and properties of TongYuan, are accurate, legal, fair
and equitable. Upon the completion of this Equity Purchase
transaction, if there's any discrepancy between the financial records
and list of assets and properties provided and actual situation, Party
A shall be responsible in compensating Party B amount equivalent to
the discrepancy.
2. Party B represents and warranties that the financial statements and
list of assets and properties it has provided, are accurate, legal,
fair and equitable. Upon the completion of this Equity Purchase
transaction, if there's any discrepancy between the financial records
and list of assets and properties provided and actual situation, Party
B shall be responsible in compensating Party A amount equivalent to
the discrepancy.
Section 6 Methods to resolve dispute
Any dispute caused by or related to this Agreement, each party shall,
first, resolve the dispute by friendly negotiation. In the event of failure in
negotiation, either party has rights to pursue legal actions with appropriate
court in China.
Section 7 Applicable Law
The methods in conclude, effect, exercise, interpretation, breach of duty,
dispute are all applicable under law of China.
Section 8 Effective and Termination
This agreement is effective on the date set forth below and upon
completion of both parties signatures.
Section 9 Miscellaneous
1. Any issue not covered by this agreement, shall be amended by mutual
negotiation between the parties and complete an addendum to this Agreement
2. The parties shall execute 4 originals of this agreement, each party shall
possess one original, two originals shall be submitted to related
government agencies, all agreements have same legal effect.
3. This agreement is entered into by both parties as of June 1, 2004.
Party A: Beijing Sande Technology (Holding) Co., Ltd.
Legal Representative: /s/ Chen Gao
Party B: American Metal Technology Group
Legal Representative: /s/ Richard Lui