EXHIBIT 10.1
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT, dated as of 19th day of
November 2003 (this "Agreement"), is entered into by and between China World
Trade Corporation, a Nevada corporation (the "Company"), and Chi Hung Tsang (the
"Vendor").
W I T N E S S E T H:
WHEREAS, the Company and the Vendor are executing and
delivering this Agreement in reliance upon the exemptions from registration
provided by Regulation D ("Regulation D") promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), and/or Section 4(2) of the Securities Act;
WHEREAS, the Vendor is the owner of 21st floor to 23rd floor
of Goldlion Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou
510620, The People's Republic of China (the "Premises");
WHEREAS, the Vendor wishes to surrender to the Company the
after tax rental income of the Premises for a five-year period commencing 1st
day of December 2003 and ending 30th day of November 2008 (the "Consideration")
in exchange for 3,000,000 newly issued shares (the "Company Shares") of common
stock of the Company, each with par value of US$ 0.001 (the "Common Stock"), and
a two year warrant to purchase up to 6,000,000 shares of the Common Stock at an
exercise price of US$0.75 per share upon the terms and conditions of this
Agreement (the "Warrants", hereinafter the Company Shares, the Warrants and the
Common Stock issuable upon exercise of the Warrants, all of such securities,
collectively are referred to as the "Securities"), the number of shares of the
Common Stock covered under the Warrants may be adjusted from time to time
pursuant to the terms of the Warrants, which Warrants shall be in the form to be
agreed upon by the parties.
WHEREAS, the Warrants may be exercised for the purchase of
Common Stock on the terms set forth therein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AGREEMENT TO EXCHANGE; CLOSING
a. EXCHANGE OF THE COMPANY SHARES AND WARRANTS. Subject to the terms and
conditions set forth herein and in consideration of the receipt of the
Consideration, the Company hereby agrees to issue to, and exchange with, the
Vendor, and the Vendor hereby agrees to receive from the Company, the Company
Shares and the Warrants at the Closing (as such term is defined in Section 1.b.
hereof) and the parties intend that the Common Stock shall be valued at the
closing bid price on the 19th day of November 2003 of US$ 0.60 per share. At the
time of the exchange, it is agreed that the estimated present value of the
Consideration shall be approximately equal to US$ 1,800,000 (as stipulated in
Schedule1)
b. CLOSING. The closing (the "Closing") of the issuance and exchange of the
Company Shares will take place at the offices of the Company on December 1,
2003, or at such other place and time as mutually agreed by the Vendor and the
Company. The date of the Closing is referred to herein as a "Closing Date." At
the Closing, the Company will deliver to the Vendor the share certificates
representing the Company Shares and the Warrants set forth in Section 1.a.
hereof, against delivery of the Consideration by the Vendor described in Section
1.c. The Company Shares and the Warrants shall be registered in the Vendor's
name.
c. CONSIDERATION. As consideration for the Company Shares and the Warrants,
the Vendor agrees to surrender to the Company on the Closing Date the after tax
rental income for a five-year period commencing 1st day of December 2003 and
ending 30th day of November 2008.
2. REPRESENTATIONS AND WARRANTIES OF THE VENDOR; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION
The Vendor represents and warrants to, and covenants and agrees with, the
Company as follows:
a. The Vendor is: (i) experienced in making investments of the kind
contemplated by this Agreement; (ii) able, by reason of the business and
financial experience of its management, to protect its own interests in
connection with the transactions contemplated by this Agreement; (iii) able to
afford the entire loss of its investment in the Company Shares and the Warrants;
and (iv) an "accredited investor" as that term is defined in Rule 501(a) of
Regulation D.
b. The Vendor is acquiring the Securities for its own account for
investment only and not with a present view towards the public sale or
distribution thereof, except pursuant to sales registered under the Securities
Act. The Vendor has not been organized for the purpose of investing in
securities of the Company, although such investment is consistent with its
purposes.
c. All subsequent offers and sales of the Company Shares and the Warrants
and the Common Stock issuable upon exercise of the Warrants by the Vendor shall
be made pursuant to an effective registration statement under the Securities Act
or pursuant to an applicable exemption from such registration.
d. The Vendor understands that the Company Shares and the Warrants are
being offered and sold to it in reliance upon exemptions from the registration
requirements of the United States federal securities laws, and that the Company
is relying upon the truth and accuracy of the Vendor's representations and
warranties, and the Vendor's compliance with its agreements in order to
determine the availability of such exemptions and the eligibility of the Vendor
to acquire the Company Shares and the Warrants.
e. The Vendor: (i) has been provided with information with respect to the
business of the Company, including, without limitation, the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2002 (the "Quarterly
Report") and Annual Report on Form 10-KSB for the period ended September 31,
2001 (the "Annual Report"); and (ii) has had access to management of the Company
and the opportunity to ask questions of the management of the Company.
f. The Vendor has the requisite corporate power and authority to enter into
this Agreement, the registration rights agreement (the "Registration Rights
Agreement"), dated as of the date hereof, between the Company and the Vendor, in
the form to be agreed by the parties.
g. This Agreement, the Registration Rights Agreement and the transactions
contemplated hereby and thereby have been duly and validly authorized by the
Vendor and such agreements, when executed and delivered by the other party
thereto will each be a valid and binding agreement of the Vendor, enforceable
against the Vendor in accordance with their respective terms, except to the
extent that enforcement of such agreements may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and to
general principles of equity.
h. The Vendor is the authorized owner of the Premises under the laws of The
People's Republic of China and certified by Guangzhou Bureau of Real Estates and
the certificates numbers are included in Schedule 2.
i. The Vendor is the beneficial owner of the Closing Shares, and holds the
Closing Shares in good title, free from any claim, lien, charge, or encumbrance.
3. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to the Vendor that, other
than as set forth on the Company Schedules attached hereto:
a. ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. Each of the
Company's subsidiaries, if any, is a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation. Each of the Company and its subsidiaries, if any, is duly
qualified as a foreign corporation in all jurisdictions in which the failure to
so qualify would have a material adverse effect on the Company and its
subsidiaries, taken as a whole. Schedule 3.a. lists all subsidiaries of the
Company and, except as noted therein, all of the outstanding capital stock of
all such subsidiaries is owned of record and beneficially by the Company. The
Company and its subsidiaries have all requisite corporate power and authority,
and hold all licenses, permits and other required authorizations from
governmental authorities, necessary to conduct their business as it is now being
conducted or proposed to be conducted and to own or lease their properties and
assets as they are now owned or held under lease.
b. CAPITALIZATION. On the date hereof, the authorized capital of the
Company consists of 50,000,000 shares of Common Stock, par value US$0.001 per
share and 10,000,000 preferred stock, par value US$0.001 per share. On the date
hereof (assuming the condition in Section 5(a)(i) is completed), 10,970,497
shares of Common Stock are issued and outstanding and no shares of Preferred
Stock are issued or outstanding. Additionally, 8,000,000 Warrants have been
issued. Schedule 3.b. sets forth all of the options, warrants and convertible
securities of the Company, and any other rights to acquire securities of the
Company (collectively the "Derivative Securities") which are (i) outstanding on
the date hereof; (ii) will be outstanding as of the Closing Date just before
Closing; and (iii) will be outstanding immediately after the Closing, including
in each case: (i) the name and class of such Derivative Securities; (ii) the
issue date of such Derivative Securities; (iii) the number of shares of Common
Stock or Preferred Stock of the Company into which such Derivative Securities
are convertible as of the date hereof; (iv) the conversion or exercise price or
prices of such Derivative Securities as of the date hereof; (v) the expiration
date of any conversion or exercise rights held by the owners of such Derivative
Securities; and (vi) any registration rights associated with such Derivative
Securities. Schedule 3.b. also sets forth all registration rights associated
with or covering the Common Stock or Preferred Stock. All outstanding securities
of the Company are validly issued, fully paid and nonassessable. No stockholder
of the Company is entitled to any preemptive rights with respect to the purchase
of or sale of any securities by the Company. Except as contemplated herein, none
of the shares of capital stock of the Company is reserved for any purpose, and
the Company is neither subject to any obligation (contingent or otherwise), nor
has any option, to repurchase or otherwise acquire or retire any shares of its
capital stock. No antidilution adjustments with respect to the outstanding
securities of the Company will be triggered by the issuance of the securities
contemplated hereby.
c. CONCERNING THE COMPANY SHARES AND THE WARRANTS. The Securities, when
issued, will be duly and validly issued, fully paid and non-assessable, will be
free and clear of any liens imposed by or through the Company, will not be
subject to preemptive rights and will not subject the holder thereof to personal
liability by reason of being such a holder. There are currently no preemptive
rights of any stockholder of the Company, as such, to acquire any Security.
d. REPORTING COMPANY STATUS. The Company's Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company files reports with the Commission pursuant to Section 12
and/or 15(d) of the Exchange Act. The Company has complied in all material
respects with the filing requirements under either Section 13(a) or 15(d) of the
Exchange Act and the applicable rules and regulations of the Commission
promulgated thereunder, except that some of the filings were filed late.
e. AUTHORIZED SHARES. The Company has available and has reserved a
sufficient number of authorized and unissued shares of Common Stock as may be
necessary to effect the issuance of the Company Shares and the exercise of the
Warrants. The Company understands and acknowledges the potentially dilutive
effect to the Common Stock of the issuance of shares of Common Stock upon the
exercise of the Warrants. The Company further acknowledges that its obligation
to issue shares of Common Stock upon exercise of the Warrants is absolute and
unconditional regardless of the dilutive effect such issuance may have on the
ownership interest of other stockholders of the Company and notwithstanding the
commencement any case under 11 U.S.C. 101 et seq. (the "Bankruptcy Code"). If
the Company becomes a debtor under the Bankruptcy Code, the Company hereby
waives to the fullest extent permitted any rights to relief it may have under 11
U.S.C. 362 in respect of the exercise of the Warrants. At the direction of the
Vendor, the Company agrees, without cost or expense to the Vendor, to take or
consent to any and all action necessary to effectuate relief under 11 U.S.C.
362.
f. LEGALITY. The Company has the requisite corporate power and authority to
enter into this Agreement and the Registration Rights Agreement and to issue and
deliver the Warrants, Common Stock issuable upon the exercise of the Warrants
and the Company Shares.
g. Transaction Agreements. This Agreement, the Company Shares, the Warrants
and the Registration Rights Agreement (collectively, the "Primary Documents")
and the transactions contemplated hereby and thereby have been duly and validly
authorized by the Company; the Primary Documents have been duly executed and
delivered by the Company and are each the legal, valid and binding agreement of
the Company, enforceable in accordance with their respective terms, except to
the extent that enforcement of each agreement may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and to
general principles of equity.
h. NON-CONTRAVENTION. The execution and delivery of the Primary Documents,
and the consummation by the Company of the transactions contemplated hereby and
thereby, does not and will not (i) result in a violation of the Articles of
Incorporation or By-laws of the Company or its subsidiaries, or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or
both could become a default) under, or give to others any rights of termination,
amendment or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, or result in a violation of
any law, rule, regulation, order, judgment or decree (foreign or domestic and
including federal and state securities laws and regulations) applicable to the
Company or any of its subsidiaries or by which any material property or asset of
the Company or any of its subsidiaries is bound or affected. Neither the filing
of the registration statement required to be filed by the Company pursuant to
the Registration Rights Agreement nor the offering or sale of the Securities as
contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied on or prior to the date hereof, for or relating to
the registration of any shares of the Common Stock.
i. APPROVALS. No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, stock
exchange or market or the stockholders of the Company is required to be obtained
by the Company for the entry into or the performance of any Primary Document.
j. SEC DOCUMENTS, FINANCIAL STATEMENTS. The Company has filed all reports,
schedules, forms and statements required to be filed by it with the Commission
pursuant to the reporting requirements of the Exchange Act (the "SEC
Documents"). As of their respective dates, none of the SEC Documents contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC
Documents were prepared in accordance with U.S. generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements) and fairly present
in all material respects the consolidated financial position of the Company and
its consolidated subsidiaries and results of their operations and cash flows for
the periods covered thereby (subject, in the case of unaudited statements, to
normal year-end audit adjustments).
k. UNDISCLOSED LIABILITIES. The Company has no material obligation or
liability (whether accrued, absolute, contingent, unliquidated, or otherwise,
whether due or to become due) arising out of transactions entered into at or
prior to the Closing of this Agreement, or any action or inaction at or prior to
the Closing of this Agreement, or any state of facts existing at or prior to the
Closing of this Agreement, except (a) liabilities reflected on the latest
balance sheet included in the SEC Documents (the "Company Balance Sheet"), (b)
liabilities incurred in the ordinary course of business since the date of the
Company Balance Sheet (none of which is a liability for breach of contract,
breach of warranty, torts, infringements, claims or lawsuits), and (c)
liabilities or obligations disclosed on Schedule 3.k. hereto.
l. STABILIZATION AND MANIPULATION. Neither the Company, nor, to the
knowledge of the Company, any of its affiliates or their respective agents,
officers, directors or employees has taken or may take, directly or indirectly,
any action designed to cause or result in, or which has constituted or which
might reasonably be expected to constitute, the stabilization or manipulation of
the price of the shares of Common Stock.
m. ABSENCE OF CERTAIN CHANGES. Except as disclosed to the Vendor and in the
Company's public filings with the Commission, since June 30, 2002, there has
been no material adverse change nor any material adverse development in the
business, properties, operations, financial condition, prospects, outstanding
securities, employee relations, customer relations or results of operations of
the Company or its subsidiaries, taken as a whole (each, a "Material Adverse
Effect").
n. ENVIRONMENTAL. Except as disclosed in the SEC Documents, and except for
instances of noncompliance with or exceptions to the following that could not
have been, individually or in the aggregate, a Material Adverse Effect: (i) the
Company and its subsidiaries are in full compliance with all environmental laws;
(ii) the Company is not aware of, nor has the Company received notice of, any
past, present, or future conditions, events, activities, practices, or incidents
which may interfere with or prevent the compliance or continued compliance of
the Company and its subsidiaries with all environmental laws; (iii) the Company
and its subsidiaries have obtained all permits, licenses, and authorizations
that are required under applicable environmental laws, and all such permits,
licenses, and authorizations are in good standing and the Company is in
compliance with all of the terms and conditions thereof; and (iv) no hazardous
materials exist on, about, or within or have been used, generated, stored,
transported, disposed of on, or released from any of the properties of the
Company or its subsidiaries, except in compliance with applicable environmental
laws.
o. TITLE TO PROPERTIES; LIENS AND ENCUMBRANCES. The Company and its
subsidiaries have good and marketable title to all of their material properties
and assets, both real and personal, and have good title to all their leasehold
interests, in each case subject only to mortgages, pledges, liens, security
interests, conditional sale agreements, encumbrances or charges (collectively,
"Liens") created in the ordinary course of business.
p. PROPRIETARY RIGHTS. The Company and its subsidiaries have sufficient
title and ownership of all trademarks, service marks, trade names, internet
domain names, copyrights, trade secrets, information, proprietary rights and
processes necessary for the conduct of their business as now conducted and as
proposed to be conducted, and, to the knowledge of the Company, such business
does not conflict with or constitute an infringement on the rights of others.
q. PERMITS. The Company and its subsidiaries have all franchises, permits,
licenses and any similar authority necessary for the conduct of their business
as now conducted, the lack of which could result in a Material Adverse Effect.
The Company and its subsidiaries are not in default in any respect under any of
such franchises, permits, licenses or similar authority.
r. ABSENCE OF LITIGATION. Except as disclosed in the Company's public
filings with the Commission, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board or body pending or, to the
knowledge of the Company or any of its subsidiaries, threatened against or
affecting the Company or any of its subsidiaries.
s. NO DEFAULT. Each of the Company and its subsidiaries is not in default
in the performance or observance of any obligation, covenant or condition
contained in any indenture, mortgage, deed of trust or other instrument or
agreement to which it is a party or by which it or its property may be bound
which default could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.
t. TRANSACTIONS WITH AFFILIATES. Except as disclosed in the Company's
public filings with the Commission, there are no agreements, understandings or
proposed transactions between the Company or any of its subsidiaries and any of
their officers, directors or affiliates that, had they existed on June 30, 2002,
would have been required to be disclosed in the Company's Annual Report or an
amendment thereto.
u. EMPLOYMENT MATTERS. The Company and its subsidiaries are in material
compliance with all federal, state, local and foreign laws and regulations
respecting employment and employment practices, terms and conditions of
employment and wages and hours. There are no pending investigations involving
the Company or any of its subsidiaries by any other governmental agency. There
is no strike, picketing, boycott, dispute, slowdown or stoppage pending or
threatened against or involving the Company or any of its subsidiaries. No
grievance or arbitration proceeding is pending under any expired or existing
collective bargaining agreements of the Company or any of its subsidiaries. No
material labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the knowledge of the Company, is imminent.
v. ERISA MATTERS. Except as set forth in the Company's public filings with
the Commission, neither the Company nor any ERISA Affiliate of the Company (as
defined below) maintains, administers, contributes to or is obligated to
contribute to any employee pension benefit plan (as defined in Section 3(2) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
including, without limitation, any multiemployer plan as defined in Section
3(37) of ERISA; employee welfare benefit plan (as defined in Section 3(1) of
ERISA); or bonus, deferred compensation, stock purchase, stock option, severance
plan, salary continuation, vacation, sick leave, fringe benefit, incentive,
insurance, welfare or similar arrangement (all of the foregoing being hereafter
referred to as a "Plan" and collectively as the "Plans") with respect to any of
its employees. The Company (i) has materially complied with all of the
provisions of each such Plan and all applicable provisions of ERISA and the
Internal Revenue Code of 1986, as amended (the "Code"), (ii) has administered
each such Plan (including the payment of benefits thereunder) in accordance with
the material provisions of each such Plan and all applicable material provisions
of ERISA and the Code, and (iii) no penalties under ERISA or any other
applicable law or regulation are owed to any Plan participant, beneficiary
and/or governmental authority with respect to the failure to file any reports or
other information required under ERISA or any other applicable law or regulation
or to distribute or make available any such reports or other information. The
Company has timely made all required contributions to each such Plan. No such
Plan is subject to Title IV of ERISA or has at any time been subject to Section
3(2) of ERISA or a "multiemployer plan" within the meaning of Section 3(37) of
ERISA or Section 4001(a)(3) of ERISA. None of the Plans is under investigation
or audit by either the United States Department of Labor or the Internal Revenue
Service. For these purposes, "ERISA Affiliate" means all members of a controlled
group of corporations and all trades and businesses (whether or not
incorporated) under common control and all other entities which, together with
the Company, are treated as a single employer under any or all of Section
414(b), (c), (m) or (o) of the Code on either the date of this Agreement or the
Closing Date.
w. INSURANCE. The Company and its subsidiaries maintain property and
casualty, general liability, personal injury and other similar types of
insurance that are reasonably adequate, consistent with industry standards and
their historical claims experience. The Company and its subsidiaries have not
received notice from, and have no knowledge of any threat by, any insurer (that
has issued any insurance policy to the Company or its subsidiaries) that such
insurer intends to deny coverage under or cancel, discontinue or not renew any
insurance policy covering the Company or any of its subsidiaries presently in
force.
x. TAXES. All applicable tax returns required to be filed by the Company
and each of its subsidiaries have been prepared and filed in compliance with all
applicable laws and were true, correct and complete in all material respects
when filed, or if not yet filed have been granted extensions of the filing dates
which extensions have not expired, and all taxes, assessments, fees and other
governmental charges upon the Company, its subsidiaries, or upon any of their
respective properties, income or franchises, required to be paid by the Company
or its subsidiaries have been paid, or adequate reserves therefor have been set
up if any of such taxes are being contested in good faith; or if any of such tax
returns have not been filed or if any such taxes have not been paid or so
reserved for, the failure to so file or to pay would not in the aggregate have a
Material Adverse Effect. All amounts required to be withheld by the Company or
any of its subsidiaries from employees for income, social security and other
payroll taxes have been collected and withheld and have either been paid to the
appropriate agency, set aside in accounts for such purpose or accrued and
reserved upon the books and records of the Company or the appropriate
subsidiary. There were no tax liens on any of the Company's or its subsidiaries'
assets that arose in connection with the failure, or alleged failure, to pay any
taxes except for liens for taxes not yet due and payable. No taxing authority is
asserting or threatening to assert against the Company or any of its
subsidiaries any deficiency or claim for additional taxes and no tax return of
Company or any of its subsidiaries is currently under audit by any tax
authority. The provision for taxes on the Company Balance Sheet adequately
reflects all tax liabilities in accordance with U.S. generally accepted
accounting principles.
y. FOREIGN CORRUPT PRACTICES ACT. Neither the Company, its subsidiaries nor
any of their respective directors, officers or other agents has: (i) used any
Company funds for any unlawful contribution, endorsement, gift, entertainment or
other unlawful expense relating to any political activity; (ii) made any direct
or indirect unlawful payment of company funds to any foreign or domestic
government official or employee; (iii) violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made
any bribe, rebate, payoff, influence payment, kickback or other similar payment
to any person.
z. COMPLIANCE WITH LAW. To the best of their knowledge, the Company and its
subsidiaries have complied in all material respects with all applicable statutes
and regulations of the United States and of all states, municipalities and
applicable agencies and foreign jurisdictions or bodies in respect of the
conduct of its business and operations, and the failure, if any, by the Company
or its subsidiaries to have fully complied with any such statute or regulation
has not and will not result in a Material Adverse Effect.
aa. INTERNAL CONTROLS. The Company and its subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurances
that: (i) transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with U.S. generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
bb. INVESTMENT COMPANY ACT. The Company and its subsidiaries are not
conducting, and will not conduct, their business in a manner which would cause
any of them to become an "investment company," as defined in Section 3(a) of the
Investment Company Act of 1940, as amended.
cc. BROKERAGE FEES. The Company and its subsidiaries have not incurred any
liability for any consulting fees or agent's commissions in connection with the
exchange of the Company Shares or the Warrants with the Vendor and the
transactions contemplated by this Agreement.
dd. PRIVATE OFFERING. Subject to the accuracy of the Vendor's
representations and warranties set forth in Section 2 hereof, the offer, sale
and issuance of the Company Shares or the Warrants and the conversion and/or
exercise of such securities into shares of Common Stock, each as contemplated by
this Agreement, are exempt from the registration requirements of the Securities
Act. The Company agrees that neither the Company nor anyone acting on its behalf
will offer any of the Company Shares or the Warrants, or any similar securities,
for issuance or sale, or solicit any offer to acquire any of the same from
anyone so as to render the issuance and sale of such securities subject to the
registration requirements of the Securities Act. The Company has not offered or
sold the Company Shares or the Warrants by any form of general solicitation or
general advertising, as such terms are used in Rule 502(c) under the Securities
Act.
ee. FULL DISCLOSURE. Neither this Agreement, the Primary Documents nor any
of the schedules, exhibits, written statements, documents or certificates
prepared or supplied by the Company with respect to the transactions
contemplated hereby contain any untrue statement of a material fact or omit a
material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which made. Except as disclosed
in the SEC Documents and except for matters affecting the industry of the
Company as a whole, there exists no fact or circumstance which, to the knowledge
of the Company upon due inquiry, could reasonably be anticipated to have a
Material Adverse Effect or could adversely affect the ability of the Company to
perform its obligations set forth in the Primary Documents.
ff. MINUTE BOOKS. The Company's minute books, which have been previously
made available to the Vendor, are in good order, complete, accurate, up-to-date,
and with all necessary signatures, and set forth the Company's articles of
incorporation and bylaws, as amended, and all meetings and actions taken by the
directors and stockholders.
gg. STOCK RECORDS. The Company's transfer agent for its Common Stock is
Interwest Transfer Co., Inc. The stock transfer books and stock ledgers of the
Company are in good order, complete, accurate, up-to-date, and with all
necessary signatures, and set forth all stock and securities issued,
transferred, and surrendered, including duplicate certificates. No transfer has
been made without surrender of the proper certificate of the Company, duly
endorsed, and the Company has cancelled and retained such certificates in its
stock records.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS
a. TRANSFER RESTRICTIONS. The Vendor acknowledges that, except as provided
in the Registration Rights Agreement, (i) none of the Securities have been, or
are being, registered under the Securities Act, and such securities may not be
transferred unless (A) subsequently registered thereunder, or (B) they are
transferred pursuant to an exemption from such registration; and (ii) any sale
of the Securities made in reliance upon Rule 144 under the Securities Act may be
made only in accordance with the terms of said Rule. The provisions of Section
4.a. and 4.b. hereof, together with the rights and obligations of the Vendor
under the Primary Documents, shall be binding upon any subsequent transferees of
the Securities.
b. RESTRICTIVE LEGEND. The Vendor acknowledges and agrees that, until such
time as the Securities shall have been registered under the Securities Act or
the Vendor demonstrates to the reasonable satisfaction of the Company that such
registration shall no longer be required, such Securities shall bear a
restrictive legend in substantially the following form:
THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO
LONGER BE REQUIRED.
c. FILINGS. The Company undertakes and agrees that it will make all
required filings in connection with the exchange of the Securities with the
Vendor as required by United States laws and regulations, or by any domestic
securities exchange or trading market, and if applicable, the filing of a notice
on Form D (at such time and in such manner as required by the Rules and
Regulations of the Commission), and to provide copies thereof to the Vendor
promptly after such filing or filings.
d. NASDAQ LISTING. Subject to compliance with NASDAQ listing rules and
requirements, the Company shall use its best efforts to promptly secure the
listing of the Common Stock upon a national securities exchange or automated
quotation system, and shall include the Company Shares and the shares of Common
Stock issuable upon the exercise of the Warrants upon the same exchange or
system as soon as practicable. The Company further agrees and covenants that it
will not seek to have the trading of its Common Stock on OTCBB or Nasdaq
suspended or terminated, will use its best efforts to maintain its eligibility
for trading on OTCBB or Nasdaq and, if such trading of its Common Stock is
suspended or terminated, will use its best efforts to requalify its Common Stock
or otherwise cause such trading to resume.
e. REPORTING STATUS. The Company shall timely file all reports required to
be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
and shall not terminate its status as an issuer required to file reports under
the Exchange Act even if the Exchange Act or the rules and regulations
thereunder would permit such termination.
f. STATE SECURITIES FILINGS. The Company shall from time to time promptly
take such action as the Vendor may request to qualify the Securities for
offering and sale under the securities laws (other than United States federal
securities laws) of the jurisdictions in the United States as shall be so
identified to the Company, and to comply with such laws so as to permit the
continuance of sales therein.
g. RESERVATION OF COMMON STOCK. The Company shall at all times have
authorized and reserved for the purpose of issuance a sufficient number of
shares of Common Stock to provide for the exercise of the Warrants. The Company
will use its best efforts at all times to maintain a number of shares of Common
Stock so reserved for issuance that is sufficient to permit and the exercise in
full of the Warrants at such time.
h. RETURN OF WARRANTS ON EXERCISE. Upon any partial exercise by the
Vendor of the Warrants, the Company shall issue and deliver to the Vendor within
three (3) days of the date on which such Warrants are exercised a new Warrant or
Warrants representing the number of adjusted shares of Common Stock covered
thereby, in accordance with the terms thereof.
i. REPLACEMENT WARRANTS. The Warrants will be exchangeable, at the
option of the Vendor, at any time and from time to time at the office of the
Company, for other Warrants of different denominations entitling the holder
thereof to purchase in the aggregate the same number of shares of Common Stock
as are purchasable under such Warrants. No service charge will be made for such
transfer or exchange.
5. TRANSFER AGENT INSTRUCTIONS AND CONVERSION MECHANICS
a. The Company warrants that no instruction, other than the instructions
referred to in this Section 5 hereof, prior to the registration and sale under
the Securities Act of the Common Stock issuable upon exercise of the Warrants
will be given by the Company to its transfer agent and that the shares of Common
Stock issuable upon exercise of the Warrants shall otherwise be freely
transferable on the books and records of the Company as and to the extent
provided in this Agreement, the Registration Rights Agreement and applicable
law. Nothing in this Section 6 shall affect in any way the Vendor's obligations
and agreement to comply with all applicable securities laws upon resale of the
Securities. If the Vendor provides the Company with an opinion of counsel
reasonably satisfactory to the Company that registration of a resale by the
Vendor of any of the Securities in accordance with Section 4(a) of this
Agreement is not required under the Securities Act, the Company shall permit the
transfer of the Securities and, in the case of the Common Stock, promptly
instruct the Company's transfer agent to issue one or more certificates for
Common Stock without legend in such names and in such denominations as specified
by the Vendor.
b. The Vendor shall exercise the Warrants in the manner set forth in the
Warrants. Each date on which Warrants are exercisable in accordance with the
provisions thereof shall be deemed a "Conversion Date" with respect to such
exercise. For purposes of this Agreement, any exercise of the Warrants shall be
deemed to have been made immediately prior to the close of business on the
Conversion Date.
c. In lieu of delivering physical certificates representing the Common
Stock issuable upon the exercise of the Warrants, provided the Company's
transfer agent is participating in the Depositary Trust Company ("DTC") Fast
Automated Securities Transfer program, on the written request of the Vendor, who
shall have previously instructed the Vendor's prime broker to confirm such
request to the Company's transfer agent, the Company shall cause its transfer
agent to electronically transmit such Common Stock to the Vendor by crediting
the account of the Vendor's prime broker with DTC through its Deposit Withdrawal
Agent Commission ("DWAC") system no later than three (3) business days after the
applicable Conversion Date relating to the Warrants (each such delivery date, a
"Delivery Date").
Nothing herein shall limit the Vendor's right to pursue actual damages
for the Company's failure to so issue and deliver Common Stock to the Vendor.
Furthermore, in addition to any other remedies which may be available to the
Vendor, if the Company fails for any reason to effect delivery of such Common
Stock within five (5) business days after the relevant Delivery Date, the Vendor
will be entitled to revoke the relevant Notice of Conversion or Form of Election
to Purchase by delivering a notice to such effect to the Company, whereupon the
Company and the Vendor shall each be restored to their respective positions
immediately prior to delivery of such Notice of Conversion or Form of Election
to Purchase. For purposes of this Section 6, "business day" shall mean any day
in which the financial markets of New York are officially open for the conduct
of business therein.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE COMPANY SHARES AND
WARRANTS.
The Vendor understands that the Company's obligation to issue the
Company Shares and the Warrants on the Closing Date to the Vendor pursuant to
this Agreement is conditioned upon the satisfaction or waiver by the Company of
each of the following conditions:
a. The accuracy on the Closing Date of the representations and warranties
of the Vendor contained in this Agreement as if made on the Closing Date and the
performance by the Vendor on or before the Closing Date of all covenants and
agreements of the Vendor required to be performed on or before the Closing Date.
b. The absence or inapplicability of any and all laws, rules or regulations
prohibiting or restricting the transactions contemplated hereby, or requiring
any consent or approval which shall not have been obtained.
c. The Vendor shall have executed this Agreement and the Registration
Rights Agreement and delivered the same to the Company.
d. The Vendor shall have delivered the Consideration in accordance with
Section 1.c. above.
e. Each of Messrs. John Hui and William Tsang, or their respective
management companies, will have entered into a three year employment or
management agreement, as the case may be, with GBN, a British Virgin Islands
corporation and after the Closing, a subsidiary of the Company.
7. CONDITIONS TO THE VENDOR'S OBLIGATION TO
PURCHASE THE COMPANY SHARES AND THE WARRANTS
The Company understands that the Vendor's obligation to purchase the
Company Shares and the Warrants on the Closing Date is conditioned upon the
satisfaction or waiver by the Vendor of each of the following conditions:
a. The accuracy on the Closing Date of the representations and warranties
of the Company contained in this Agreement as if made on the Closing Date, and
the performance by the Company on or before the Closing Date of all covenants
and agreements of the Company required to be performed on or before the Closing
Date.
b. The Company shall have executed and delivered to the Vendor (i) the
Registration Rights Agreement; (ii) the stock certificate representing the
Company Shares; and (iii) the Warrants.
c. On the Closing Date, the Vendor shall have received an opinion of
counsel for the Company satisfactory to the Vendor at its sole discretion, dated
the Closing Date.
d. On the Closing Date, the Vendor shall have received a certificate
executed by the President or the Chief Executive Officer of the Company and by
the Chief Financial Officer of the Company, stating that all of the
representations and warranties of the Company set forth in the Primary Documents
are accurate as of the Closing Date and that the Company has performed all of
its covenants and agreements required to be performed under the Primary
Documents on or before the Closing Date.
e. The Vendor shall have received an incumbency certificate, dated the
Closing Date, for the officers of the Company executing this Agreement, the
Company Shares, the Warrants, and any other documents or instruments delivered
in connection with this Agreement at the Closing.
f. The Vendor shall have received certificates of the Secretary of State of
the State of Nevada, dated a recent date, to the effect that the Company is in
good standing in the State of Nevada, and that all annual reports, if any, have
been filed as required and that all taxes and fees have been paid in connection
therewith.
g. The Vendor shall have received a certified copy of the Articles of
Incorporation and By-laws of the Company as filed with the Secretary of State of
the State of Nevada and any amendments thereto through the Closing Date.
h. The Vendor shall have received from the Company such other certificates
and documents as it shall reasonably request, and all proceedings taken by the
Company in connection with the Primary Documents contemplated by this Agreement,
including resolutions adopted by its Board of Directors authorizing the actions
to be taken by it contemplated by the Primary Documents.
i. No injunction, order, investigation, claim, action or proceeding before
any court or governmental body shall be pending or threatened wherein an
unfavorable judgment, decree or order would restrain, impair or prevent the
carrying out of this Agreement or any of the transactions contemplated hereby,
declare unlawful the transactions contemplated by this Agreement or cause any
such transaction to be rescinded.
j. The Company shall have obtained in writing or made all consents,
waivers, approvals, orders, permits, licenses and authorizations of, any
registrations, declarations, notices to and filings and applications with, any
governmental authority or any other person or entity (including, without
limitation, security holders and creditors of the Company) required to be
obtained or made in order to enable the Company to observe and comply with all
its obligations under this Agreement and to consummate the transactions
contemplated hereby.
k. The Company shall have performed all acts described in Section 5 hereof.
l. The Company agrees that it shall have a board of directors of no more
than seven (7) members and the Vendor shall have the right to appoint up to four
(4) directors. If the Vendor's shareholding shall fall below 15% of the
Company's total issued and outstanding share capital, then while the Vendor is
holding below 15%, the Vendor shall have the right to appoint only one director.
If the Vendor's shareholding shall fall below 5% of the Company's total issued
and outstanding share capital, then, while the Vendor is holding below 5%, the
Vendor will have no right to appoint any director. Without the written consent
of the Vendor, the Company shall not change the size of its board of directors.
8. INDEMNIFICATION
A. INDEMNIFICATION OF VENDOR BY THE COMPANY.
The Company hereby agrees to indemnify and hold harmless the
Vendor, its affiliates and their respective officers, directors, partners,
shareholders, employees and members (collectively, the "Vendor Indemnitees"),
from and against any and all losses, claims, damages, judgments, penalties,
liabilities and deficiencies (collectively, "Losses"), and agrees to reimburse
the Vendor Indemnitees for all out-of-pocket expenses (including the fees and
expenses of legal counsel), in each case promptly as incurred by the Vendor
Indemnitees and to the extent arising out of or in connection with:
1. any misrepresentation, omission of fact or breach of any of
the Company's representations, warranties or covenants contained in this
Agreement, the annexes, schedules or exhibits hereto or any instrument,
agreement or certificate entered into or delivered by the Company pursuant to
this Agreement; or
2. any failure by the Company to perform any of its covenants,
agreements, undertakings or obligations set forth in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by the Company pursuant to this Agreement.
B. INDEMNIFICATION OF THE COMPANY BY THE VENDOR.
The Vendor hereby agrees to indemnify and hold harmless the
Company, its affiliates and their respective officers, directors, partners and
members (collectively, the "Company Indemnitees"), from and against any and all
Losses, and agrees to reimburse the Company Indemnitees for all out-of-pocket
expenses (including the fees and expenses of legal counsel), to the extent
arising out of or in connection with;
1. any misrepresentation, omission of fact or breach of any of
the Vendor's representations, warranties or covenants contained in this
Agreement, the annexes, schedules or exhibits hereto or any instrument,
agreement or certificate entered into or delivered by the Vendor pursuant to
this Agreement; or
2. any failure by the Vendor to perform any of its covenants,
agreements, undertakings or obligations set forth in this Agreement, the
annexes, schedules or exhibits hereto or any instrument, agreement or
certificate entered into or delivered by the Vendor pursuant to this Agreement.
C. THIRD PARTY CLAIMS.
Promptly after receipt by either party hereto seeking
indemnification pursuant to this Section 9 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to this
Section 9 is being sought (the "Indemnifying Party") of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party,
except to the extent that the Indemnifying Party is materially prejudiced and
forfeits substantive rights and defenses by reason of such failure. In
connection with any Claim as to which both the Indemnifying Party and the
Indemnified Party are parties, the Indemnifying Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying Party, the Indemnified Party shall have the right to
employ separate legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
and expenses of such separate legal counsel to the Indemnified Party if (and
only if): (x) the Indemnifying Party shall have agreed to pay such fees,
out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying
Party reasonably shall have concluded that representation of the Indemnified
Party by the Indemnifying Party by the same legal counsel would not be
appropriate due to actual or, as reasonably determined by legal counsel to the
Indemnified Party, potentially differing interests between such parties in the
conduct of the defense of such Claim, or if there may be legal defenses
available to the Indemnified Party that are in addition to or disparate from
those available to the Indemnifying Party, or (z) the Indemnifying Party shall
have failed to employ legal counsel reasonably satisfactory to the Indemnified
Party within a reasonable period of time after notice of the commencement of
such Claim. If the Indemnified Party employs separate legal counsel in
circumstances other than as described in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by the
Indemnified Party. Except as provided above, the Indemnifying Party shall not,
in connection with any Claim in the same jurisdiction, be liable for the fees
and expenses of more than one firm of legal counsel for the Indemnified Party
(together with appropriate local counsel). The Indemnifying Party shall not,
without the prior written consent of the Indemnified Party (which consent shall
not unreasonably be withheld) settle or compromise any Claim or consent to the
entry of any judgment that does not include an unconditional release of the
Indemnified Party from all liabilities with respect to such Claim or judgment.
D. RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE.
The right to indemnification, payment for Losses or other
remedy based on any representation, warranty, covenant or obligation of a party
hereunder shall not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement or the Closing
Date, with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant or obligation.
9. EXPENSES
The Company covenants and agrees with the Vendor that the
Company shall pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Vendor's counsel in connection with the issuance of the
Securities (not to exceed US$10,000), payable on the Closing Date; (ii) all
expenses in connection with registration or qualification of the Securities for
offering and sale under state securities laws as provided in Section 4.f.
hereof; and (iii) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section 10, including the fees and disbursements of the Company's counsel,
accountants and other professional advisors, if any.
10. SURVIVAL
The agreements, covenants, representations and warranties of
the Company and the Vendor shall survive the execution and delivery of this
Agreement and the delivery of the Securities hereunder until all of the Warrants
are exercised in full and the Company has satisfied in full its obligations
under the terms of the Registration Rights Agreement.
11. MISCELLANEOUS
a. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of California.
b. Arbitration. If a dispute arises out of or is related to this Agreement,
or the breach thereof, and such dispute cannot be settled through negotiation,
the dispute may be submitted to final and binding arbitration under the then
current rules of the Hong Kong International Arbitration Centre in Hong Kong,
China. The prevailing party in such arbitration shall be entitled to expenses,
including costs and reasonable attorneys' and other professional fees, incurred
in connection with the arbitration (but excluding any costs and fees associated
with any prior negotiation or mediation). The decision of the arbitrator shall
be final and non-appealable and may be enforced in any court of competent
jurisdiction. The use of any alternative dispute resolution procedures will not
be construed under the doctrine of laches, waiver or estoppel to adversely
affect the rights of the parties.
c. COUNTERPARTS. This Agreement may be signed in two or more counterparts,
each of which shall be deemed an original.
d. HEADINGS. The headings of this Agreement are for convenience of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.
e. INTERPRETATION. This Agreement and each of the Primary Documents have
been entered into freely by each of the parties, following consultation with
their respective counsel, and shall be interpreted fairly in accordance with its
respective terms, without any construction in favor of or against either party.
f. SEVERABILITY. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or unenforceability of this Agreement in any other jurisdiction.
g. SUCCESSORS. This Agreement shall inure to the benefit of, and be binding
upon the successors and assigns of each of the parties hereto, including any
transferees of the Company Shares and the Warrants.
h. AMENDMENTS. This Agreement may be amended only by an instrument in
writing signed by the party to be charged with enforcement.
i. MERGER. This Agreement, together with the other Primary Documents,
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.
j. EQUITABLE RELIEF. The Company and the Vendor each recognize that if any
party fails to perform, observe, or discharge any or all of its obligations
under any Primary Document, any remedy at law may prove to be inadequate relief
to the aggrieved party. The Company and the Vendor therefore agree that an
aggrieved party under any Primary Document, if such party so requests, shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.
k. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed
to each of the other parties thereunto entitled at the following addresses, or
at such other addresses as a party may designate by five days advance written
notice to each of the other parties hereto.
Company: China World Trade Corporation
3-4/F Goldlion Digital Network Center
138 Tiyu Road East
Tianhe, Guangzhou 510620
The People's Republic of China
Attention: Mr. John Hui
Tel.: (8620) 3878 0168
Fax: (8620) 3878 1852
Vendor: Mr. Chi Hung Tsang
Unit no. 1217
12/F The Metropolis Tower
No. 10 Metropolis Drive
Hunghom
Kowloon
Tel.: (852) 2787-2005
Fax: (852) 2787-0005
email: william@mail.ggcc21.com
cc. Heller, Ehrman, White & McAuliffe LLP 35th Floor,
One Exchange Square 8 Connaught Place, Central Hong
Kong Attention: Simon Luk, Esq. and Vincent Lai, Esq.
Tel.: (852)-2292-2000 Fax.: (852)-2292-2200
12. NON-DISCLOSURE.
The Vendor acknowledges that the Company is a publicly-listed company
and, as such, is subject to strict regulation governing the disclosure of
information relating to corporate transactions. Except as required by law,
without the prior written consent of the Company, the Vendor will not directly
or indirectly, make any public comment, statement or communication to any
individual or entity with respect to, or otherwise disclose the existence of
discussions regarding a possible transaction between the parties or any of the
terms, conditions, or other aspects of this Agreement until such time as the
transaction is completed, or any confidential information provided by the
Company to the Vendor. Further, the Vendor acknowledges that they may not trade
in the securities of the Company when they are in possession of material,
non-public information and that they agree that they will not do so.
Confidential Information shall include all non-public information provided by
the Company to the Vendor, but shall not include information that (a) is now or
subsequently becomes generally available to the public through no wrongful act
or omission of the Vendor, (b) the Vendor can demonstrate to have had rightfully
in their possession prior to disclosure to the Vendor by the Company, and (c)
the Vendor rightfully obtain from a third party who has the right to transfer or
disclose it.
IN WITNESS WHEREOF, Share Exchange Agreement has been duly
executed by each of the undersigned.
CHINA WORLD TRADE CORPORATIOn
By /s/ CHAOMING LUO
Name: Chaoming Luo
Title: Director
CHI HUNG TSANG
By /s/TSANG CHI HUNG
Name: Tsang Chi Hung
Title:
SCHEDULE 1
VALUTATION OF THE PREMISES
- ------------------------------------------------------------ ---------------------------------------------------------
Location of Premises Estimated Present Value of Rental for December 1, 2003
to November 31, 2008
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
21st floor to 23rd floor of Goldlion Digital Network US$1,824,178
Center, 138 Tiyu Road East, Tianhe, Guangzhou 510620, The
People's Republic of China
- ------------------------------------------------------------ ---------------------------------------------------------
SCEHDULE 2
CERTIFICATE NUMBER OF THE GUANGZHOU BUREAU OF REAL ESTATES
C1253746
C1253747
C1253748
C1253749
C1253750
C1253752
C1253753
C1253751
C1253754
C1253755
C1253967
C1253968
C1253969
C1253970
C1253971
C1253972
C1253973
C1253743
C1253744
C1253745
C1253966
C1253965
C1253964
C1253742
C1253741
C1253740
C1253739
C1253738
C1253737
C1253736