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EXHIBIT 2.3
PLAN OF REORGANIZATION
THIS AGREEMENT is effective the 11th day of January, 2001, and is made by and
among Forlink Software Corporation Inc., a corporation organized under the laws
of the State of Nevada, United States of America, hereinafter called "FORLINK",
Beijing SLAIT Science & Technology Development Limited Co. (Beijing Shili
Chuangheng Keji Fazhan Youxian Gongsi.), a company organized under the laws of
China, hereinafter called "SLAIT", Yi He, Hongkeung Lam, Jing Zeng, hereinafter
called "SHAREHOLDERS", Xiaoxia Zhao, Liang Che, Wei Song, Michael Harrop and Jie
Zhang, hereinafter called "FORLINK SHAREHOLDERS".
RECITALS:
WHEREAS, FORLINK desires to acquire 100% of the issued and outstanding
shares of the common stock of SLAIT, in exchange for 59,430,000 authorized but
unissued shares of the $.001 par value common stock of FORLINK, pursuant to a
plan of reorganization within the meaning of IRC (1986), Section 368(a)(1)(B),
as amended; and
WHEREAS, SHAREHOLDERS, whose consent is evidenced in Exhibit 1.02
desire to exchange 100% of the issued and outstanding shares of the common stock
of SLAIT (the "SLAIT Shares"), currently owned by SHAREHOLDERS, in exchange for
said 59,430,000 shares of FORLINK (the "FORLINK Shares").
NOW THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, and to consummate the foregoing plan of
reorganization, the parties hereby adopt said plan of organization and agree as
follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 ISSUANCE OF FORLINK SHARES. Subject to all of the terms and
conditions of this Agreement, FORLINK agrees to issue to SHAREHOLDERS as
individuals 59,430,000 fully paid and nonassessable unregistered shares of
FORLINK common stock in exchange for 100% of the outstanding SLAIT common stock,
all of which is currently owned by SHAREHOLDERS.
1.02 TRANSFER OF SLAIT SHARES. In exchange for FORLINK's stock being
issued to SHAREHOLDERS as above described, SHAREHOLDERS shall deliver to FORLINK
100% of the outstanding common stock of SLAIT.
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ARTICLE II
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
SHAREHOLDERS AND SLAIT AS OF JANUARY 11TH 2001
2.01 ORGANIZATION. SLAIT is a corporation duly organized, validly
existing, and in good standing under the laws of China, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, is duly qualified to do business and is in good standings in
any jurisdiction its business requires qualification.
2.02 CAPITAL. The SLAIT Shares consist of 1,000,000 shares of common
stock, of Beijing SLAIT Science & Technology Development Limited Co. (Beijing
Shili Chuangheng Keji Fazhang Youxian Gongsi.). There are no there shares of
common stock currently issued and outstanding. All of the issued and outstanding
shares are validly issued, fully paid and nonassessable. There are no options,
warrants, calls, rights, commitments or agreements of any character to which
SLAIT is a party or by which it is bound obligating SLAIT to issue, deliver,
sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased
or redeemed, any shares of the capital stock of SLAIT or obligating SLAIT to
grant, extend or enter into any such option, warrant, call, right, commitment or
agreement.
2.03 SUBSIDIARIES. SLAIT does not have any subsidiaries.
2.04 DIRECTORS AND OFFICERS. Exhibit 2.04 to this Agreement contains
the names and titles of all directors and officers of SLAIT as of the date of
this Agreement.
2.05 FINANCIAL STATEMENTS. Exhibit 2.05 to this Agreement includes the
unaudited financial statements of SLAIT as of December 31, 2000.
2.06 ABSENCE OF CHANGES. Since the date of SLAIT's most recent
financial statements included in Exhibit 2.05 there have been no changes in its
financial condition or operations, except for changes in the ordinary course of
business.
2.07 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of SLAIT's most
recent balance sheet included in Exhibit 2.05 it did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, as required by GAAP or other
appropriate standards, that is not reflected in such balance sheet.
2.08 TAX RETURNS. Within the times and in the manner prescribed by law,
SLAIT has filed all federal, state and local tax returns required by law, has
paid all taxes, assessments and penalties due and payable and has made adequate
provision on its most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by SLAIT.
2.09 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein, FORLINK
and/or its representatives shall have the opportunity to meet with accountants
and attorneys to discuss the financial condition of SLAIT. SLAIT shall make
available to FORLINK and/or its attorneys all books and records of SLAIT. If the
transaction contemplated hereby is not completed, all documents received by
FORLINK and/or its attorneys shall be returned to SLAIT and all information so
received shall be treated as confidential.
2.10 PATENTS TRADE NAMES AND RIGHTS. SLAIT owns or holds all necessary
patents, trademarks, service marks, trade names, copyrights and other rights
necessary to the conduct or proposed conduct of its business.
2.11 COMPLIANCE WITH LAWS. As of January 11th, 2001, SLAIT has complied
with, and is not in violation of, applicable federal, state or local statutes,
laws and regulations affecting its properties or the operation of its business.
2.12 LITIGATION. SLAIT is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation
concerning its business, assets or financial condition. SLAIT is not in default
with respect to
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any order, writ, injunction or decree of any federal, state, local or foreign
court or agency, nor is it engaged in any lawsuits to recover monies due to it.
2.13 AUTHORITY. The Board of Directors of SLAIT authorized the
execution of this Agreement and the consummation of the transactions
contemplated herein and has full power and authority to execute, deliver and
perform this agreement.
2.14 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of
this Agreement by SLAIT and the performance of its obligations hereunder in the
time and manner contemplated will not cause, constitute or conflict with or
result in (i) any breach of the provisions of any license, indenture, mortgage,
charter, instrument, certificate of incorporation, bylaw or other agreement or
instrument to which it is a party or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be required,
(ii) an event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation, or (iii) an event that would result in the creation or imposition of
any lien, charge or encumbrance on any asset.
2.15 FULL DISCLOSURE. None of the representations and warranties made
by SHAREHOLDERS or SLAIT herein or in any exhibit, certificate or memorandum
furnished or to be furnished by SHAREHOLDERS or SLAIT, or on either's behalf,
contains or will contain any untrue statement of material fact, or omits any
material fact, the omission of which would be misleading.
2.16 ASSETS. SLAIT has good and marketable title to all of its property
free and clear of any and all liens, claims or encumbrances except as may be
indicated in Exhibit 2.05.
2.17 INDEMNIFICATION. SHAREHOLDERS and SLAIT agree to defend and hold
FORLINK and its officers and directors harmless against and in respect of any
and all claims, demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's fees, that it
shall incur or suffer, which arise out of, result from or relate to any breach
of this Agreement or failure by SHAREHOLDERS or SLAIT to perform with respect to
any of its representations, warranties or covenants contained in this Agreement
or in any exhibit or other instrument furnished or to be furnished under this
Agreement.
2.18 AUTHORITY TO EXCHANGE. As of the date of this Agreement,
SHAREHOLDERS hold 100% of the shares of SLAIT common stock. Such shares are
owned of record and beneficially by SHAREHOLDERS and such shares are not subject
to any lien, encumbrance or pledge. SHAREHOLDERS hold authority to exchange such
shares pursuant to this Agreement.
2.19 INVESTMENT INTENT. Each of the SHAREHOLDERS understands and
acknowledges that the shares of FORLINK common stock offered for exchange or
sale pursuant to this Agreement are being offered in reliance upon the exemption
from registration requirements of the Securities Act of 1993, as amended (the
"Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder, for nonpublic offerings and makes the following
representations, agreements and warranties with the intent that the same may be
relied upon in determining the suitability of each of the SHAREHOLDERS as a
purchaser of FORLINK common stock:
(a) The shares of FORLINK common stock are being acquired solely for
the account of each of the SHAREHOLDERS for investment purposes only, and not
with a view to, or for sale in connection with, any distribution thereof, and
with no present intention of distributing or reselling any part of the FORLINK
common stock acquired;
(b) Each of the SHAREHOLDERS agrees not to dispose of its FORLINK
common stock or any portion thereof unless and until counsel for FORLINK shall
have determined that the intended disposition is permissible and does not
violate the Act or any applicable Federal or state securities laws, or the rules
and regulations thereunder.
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(c) Each of the SHAREHOLDERS agrees that the certificates evidencing
the FORLINK common stock acquired pursuant to this Agreement will have a legend
placed thereon stating that they have not been registered under the Act or any
state securities laws and setting forth or referring to the restrictions on
transferability and sale of the FORLINK common stock, and that stop transfer
instructions shall be placed with the transfer agent for said certificate.
(d) Each of the SHAREHOLDERS acknowledges that FORLINK has made all
records and documentation pertaining to FORLINK common stock available to them
and to their qualified representatives, if any, and has offered such person or
persons an opportunity to ask questions and further discuss the proposed
acquisitions of FORLINK common stock, and any available information pertaining
thereto, with the officers and directors of FORLINK, and that all such questions
and information requested have been answered by FORLINK and its officers and
directors to each of the SHAREHOLDERS' satisfaction.
(e) Each of the SHAREHOLDERS has carefully evaluated its financial
resources and investment position and the risks associated with this transaction
and is able to bear the economic risks of this transaction; and it has
substantial knowledge and experience in financial, business and investment
matters and is qualified as a sophisticated investor, and is capable of
evaluating the merits and risks of this transaction; and desires to acquire the
FORLINK common stock on the terms and conditions set forth;
(f) Each of the SHAREHOLDERS is able to bear the economic risk of an
investment in the FORLINK common stock; and
(g) Each of the SHAREHOLDERS understands that an investment in the
FORLINK common stock is illiquid and each of the SHAREHOLDERS has no need for
liquidity in this investment.
2.20 RECEIPT OF RELEVANT INFORMATION. SHAREHOLDERS and SLAIT have
received from FORLINK all financial and other information concerning FORLINK and
its promoters, officers and directors, including, but not limited to Annual
Report on Form 10-KSB for the year ended December 31st 1999, Forms 10-QSB for
the quarters ended March 31th 2000, June 30th 2000, and September 30th 2000, as
filed with the Securities and Exchange Commission, including all amendments
thereto, and all other documents and information they have requested.
2.21 PUBLIC CORPORATION. SLAIT and SHAREHOLDERS are aware that FORLINK
has public shareholders, further that public companies are subject to extensive
and complex state, federal and other regulations. Among other requirements,
SHAREHOLDERS and SLAIT are aware that a Form 8-K must be filed with the United
States Securities and Exchange Commission within fifteen days after closing,
which filing requires that audited financial statements be filed within sixty
days after the due date of the Form 8-K, and they agree that such filings shall
be the responsibility of the officers and directors of FORLINK. SHAREHOLDERS and
SLAIT are aware of the legal requirements and obligations of public companies,
and are fully aware of their responsibilities, following closing, to fully
comply will all securities laws and regulations, and agree to do so.
2.22 NO ASSURANCES OR WARRANTIES. SHAREHOLDERS and SLAIT acknowledge
that there can be no assurance regarding the tax consequences of this
transaction, nor can there be any assurance that the Internal Revenue Code or
the regulations promulgated thereunder will not be amended in such manner as to
deprive them of any tax benefit that might otherwise be received. SHAREHOLDERS
and SLAIT are relying upon the advice of their own tax advisors with respect to
the tax aspects of this transaction. No representations or warranties have been
made by FORLINK or its officers, directors, affiliates or agents, as to the
benefits to be derived by SHAREHOLDERS or SLAIT in completing this transaction,
nor have any of them made any warranty or agreement, expressed of implied, as to
the tax or securities consequences of the transactions contemplated by this
Agreement or the tax or securities consequences of any action pursuant to or
growing out of this Agreement.
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ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF FORLINK
AS OF JANUARY 11TH 2001
FORLINK REPRESENTS, AGREES AND WARRANTS THAT:
3.01 ORGANIZATION. FORLINK is a corporation duly organized, validity
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and carry on its business as now owned and
operated by it, is duly qualified to do business and is in good standing in each
of the jurisdictions where its business requires qualification.
3.02 CAPITAL. The authorized capital stock of FORLINK consists of
100,000,000 shares of $.001 par value common stock of which 25,400,000 shares
are currently issued and outstanding and held by over 800 shareholders. All of
the issued and outstanding shares are validly issued, fully paid and
nonassessable. All currently outstanding shares of FORLINK Common Stock have
been issued in compliance with applicable federal and state securities laws.
3.03 SUBSIDIARIES. FORLINK has one fully owned subsidiary, Beijing
Forlink Software Corporation Inc.
3.04 DIRECTORS AND OFFICERS. Exhibit 3.04 to this Agreement contains
the names and titles of all officers and directors of FORLINK as of the date of
this Agreement.
3.05 FINANCIAL STATEMENTS. Exhibit 3.05 to this Agreement includes
FORLINK's audited financial statements as of December 31st 1999 and unaudited
financial statements for the period ended September 30, 2000. The financial
statements have been prepared in accordance with generally accepted accounting
principles and practices consistently followed throughout the period indicated
and fairly present the financial position of FORLINK as of the dates of the
balance sheets included in the financial statements and the results of
operations for the periods indicated.
3.06 ABSENCE OF CHANGES. Since the date of FORLINK's most recent
financial statements on Form 10-QSB for the quarter ended September 30th 2000,
there has not been any change in its financial condition or operations except
for changes in the ordinary course of business.
3.07 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of FORLINK's
most recent balance sheet, included in Exhibit 3.05, it did not have any
material debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that is not reflected
in such balance sheet.
3.08 TAX RETURNS. Within the times and in the manner prescribed by law,
FORLINK has filed all federal, state or local tax returns required by law, has
paid all taxes, assessments and penalties due and payable and has made adequate
provision on its most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by FORLINK.
3.09 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein, SLAIT and
SHAREHOLDERS shall have the opportunity to meet with FORLINK's accountants and
attorneys to discuss the financial condition of FORLINK. FORLINK shall make
available to SLAIT and SHAREHOLDERS all books and records of FORLINK.
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3.10 PATENTS, TRADE NAMES AND RIGHTS. FORLINK owns or holds all
necessary patents, trademarks, service marks, trade names, copyrights and other
rights necessary to the conduct or proposed conduct of its business.
3.11 COMPLIANCE WITH LAWS. FORLINK has complied with, and is not in
violation of, applicable federal, state or local statues, laws and regulations
affecting its properties, securities or the operation of its business.
3.12 LITIGATION. FORLINK is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceedings, or governmental investigation
concerning its business, assets or financial condition. FORLINK is not in
default with respect to any order, writ, injunction or decree of any federal,
state local or foreign court or agency, nor is it engaged in, nor does it
anticipate it will be necessary to engage in, any lawsuits to recover money or
real or personal property.
3.13 AUTHORITY. The Board of Directors of FORLINK has authorized the
execution of this Agreement and the transactions contemplated herein, and it has
full power and authority to execute, deliver and perform this Agreement. A
Majority Consent of FORLINK shareholders has been obtained in approval of this
Agreement (Exhibit 3.13).
3.14 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of
this Agreement by FORLINK and the performance of its obligations hereunder will
not cause, constitute, conflict with or result in (i) any breach of the
provisions of any license, indenture, mortgage, charter, instrument, certificate
of incorporation, bylaw or other agreement or instrument to which it is a party
or by which it may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (ii) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation, or (iii) an event that would
result in a creation or imposition of any lien, charge or encumbrance on any
asset.
3.15 FULL DISCLOSURE. None of the representations and warranties made
by FORLINK herein, or in any exhibit, certificate of memorandum furnished or to
be furnished by it or on its behalf, contains or will contain any untrue
statement of a material fact, or omits any material fact the omission of which
would be misleading.
3.16 ASSETS. FORLINK has good and marketable title to all of its
property free and clear of any and all liens, claims and encumbrances, except as
may be indicated in Exhibit 3.05.
3.17 INDEMNIFICATION. FORLINK agrees to indemnify, defend and hold
harmless SLAIT against and in respect to any and all claims, demands, losses,
cost, expenses, obligations, liabilities or damages, including interest,
penalties and reasonable attorney's fees, incurred or suffered, which arise out
of, result from or relate to any breach of, or failure by FORLINK to perform,
any of its representations, warranties or covenants in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.
3.18 VALIDITY OF FORLINK SHARES. The shares of FORLINK common stock to
be issued pursuant to this Agreement will be duly authorized, validly issued,
fully paid and nonassessable under Nevada law.
3.19 NO ASSURANCES OR WARRANTIES. FORLINK acknowledges that there can
be no assurance regarding the tax consequences of this transaction, nor can
there be any assurance that the Internal Revenue Code or the regulations
promulgated thereunder will not be amended in such manner as to deprive it of
any tax benefit that might otherwise be received. FORLINK is relying upon the
advice of its own tax advisors with respect to the tax aspects of this
transaction. No representations or warranties have been made by SHAREHOLDERS or
SLAIT or their officers, directors, affiliates or agents, as to the benefits to
be derived
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by FORLINK in completing this transaction, nor have any of them made any
warranty or agreement, expressed or implied, as to the tax or securities
consequences of the transactions contemplated by this Agreement or the tax or
securities consequences of any action pursuant to or growing out of this
Agreement.
ARTICLE IV
ACTIONS PRIOR TO CLOSING
4.01 INVESTIGATIVE RIGHTS. Prior to the Closing Date each party shall
provide to the other parties, including the parties' counsel, accountants and
other authorized representatives, full access during normal business hours (upon
reasonable advance written notice) to such parties' books and records.
4.02 CONDUCT OF BUSINESS. Prior to the Closing Date, each party shall
conduct its business in the normal course and shall not sell, pledge or assign
any assets, without the prior written approval of the other parties. No party
shall amend its certificate of incorporation or bylaws, declare dividends,
redeem or sell stock or other securities, incur additional liabilities, acquire
or dispose of fixed assets, change employment terms, enter into any material or
long-term contract, guarantee obligations of any third party, settle or
discharge any balance sheet receivable for less than its stated amount, pay more
on any liability than its stated amount or enter into any other transaction
other than in the regular course of business.
4.03 STATUS OF SEC FILINGS. Prior to and after the Closing Date,
FORLINK, and its officers and directors shall prepare and file all required
filings and reports including the Form 8-K required by this transaction, but
subject to the filing of an amendment reflecting the audited consolidated
balance sheets of the combined Companies.
4.04 GOVERNMENTAL APPROVALS. Prior to and as a condition to Closing,
both parties cooperate to obtain any required consents, approvals or waivers
from any governmental entity within the Peoples Republic of China. If approval
by any governmental entity is required, then such government approval is a
condition precedent to the validity of this Agreement.
ARTICLE V
CLOSING
5.01 CLOSING. The closing (the "Closing") of this transaction shall be
held at the offices of FORLINK, or such other place as shall be mutually agreed
upon, on the date that is no earlier than 20 days after the completion of a
mailing of a Definitive Information Statement to the shareholders of FORLINK, as
required by Section 14(C ) of the Securities Exchange Act of 1934, as amended
(the "Closing Date"). At the Closing, the following shall occur:
(a) FORLINK shall deliver 59,430,000 shares of its $.001 par value
common stock issued pursuant to this Agreement in a certificate or certificates
representing such shares to each of the SHAREHOLDERS in proportion to the shares
of SLAIT being exchanged.
(b) SHAREHOLDERS shall deliver the certificates representing 100% of
the shares of SLAIT common stock (the "SLAIT shares");
(c) FORLINK shall deliver a signed consent or minutes of its Board of
Directors. and a Majority Consent of its shareholders, approving this Agreement
and authorizing the matters set forth herein;
(d) SLAIT shall deliver a signed consent or minutes of its Board of
Directors approving this Agreement and authorizing the matters set forth herein;
and
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(e) FORLINK's existing Board of Directors will (i) elect two
individuals, as named by SHAREHOLDERS, to act as officers and directors of
FORLINK in the capacities set forth in Exhibit 5.01(e) and (ii) six of the seven
current directors will resign their positions with FORLINK effective the Closing
Date.
(f) FORLINK shall transfer 1,085,000 RMB(approximately US$140,000) to
SLAIT, this amount would be disbursed, pro-rata, to the selling SHAREHOLDERS.
ARTICLE VI
MISCELLANEOUS
6.01 CAPTIONS AND HEADINGS. The article and paragraph headings
throughout this Agreement are for convenience and reference only and shall not
be deemed to define, limit or add to the meaning of any provision of this
Agreement.
6.02 NO ORAL CHANGE. This Agreement may not be changed or modified
except in writing signed by the party against whom enforcement of any change or
modification is sought.
6.03 NON-WAIVER. Except as otherwise expressly provided herein, no
waiver of a covenant, condition or provision of this Agreement shall be deemed
to have been made unless executed in writing and signed by the party against
whom such waiver is charged. The failure of any party to insist in any one or
more cases upon the performance of any covenant, condition or provision of this
Agreement shall not be construed as a waiver or relinquishment for the future of
any such covenant, condition or provision. No waiver by any party of one breach
by the other shall be construed as a waiver with respect to a subsequent breach.
6.04 TIME OF ESSENCE. Time is of the essence of this Agreement and of
each and every provision hereof.
6.05 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings.
6.06 CHOICE OF LAW/ARBITRATION. This Agreement and its application,
shall be governed under the laws of the State of Nevada. Any and all disputes
and controversies of every kind and nature between the parties hereto arising
out of or relating to this Agreement relating to the existence, construction,
validity, interpretation or meaning, performance, non-performance enforcement,
operation, breach, continuance of termination thereof shall be subject to an
arbitration mutually agreeable to the parties or, in the absence of such mutual
agreement, then subject to arbitration in accordance with International
Arbitration Rules. It is the intent of the parties hereto and the purpose of
this provision to make the submission to arbitration of any dispute or
controversy arising hereunder an express condition precedent to any legal or
equitable action or proceeding of any nature whatsoever.
6.07 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
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6.08 NOTICES. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
Forlink Software Corporation Inc. SLAIT and SHAREHOLDERS
Fang Yuan Mansion 9F Floor 11, Bin He Plaza,
ZhongGuangcun South St. Yi No. 56 No. 1 Che Dao Gou Road,
Beijing, China Haidian District,
Beijing, China
6.09 EXPENSES. The parties will pay their own legal, accounting and
other expenses incurred in connection with this Agreement.
6.10 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties and covenants set forth in this Agreement or in any instrument,
certificate, opinion or other writing provided for in it, shall survive the
Closing Date.
6.11 FURTHER DOCUMENTS. The parties agree to execute any and all other
documents and to take such other action or corporate proceedings as may be
necessary or desirable to carry out the terms hereof.
6.12 LEGAL COUNSEL. This agreement shall be subject to approval by
legal counsel of both SLAIT and FORLINK.
6.13 SIGNATURES. This Agreement and its Exhibits when duly signed,
shall be deemed executed by facsimile. Immediate delivery of originals shall
follow any facsimile transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement on January 11,
2001.
[The next page is the signature page]
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FORLINK SOFTWARE CORPORATION INC.
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President, Xiaoxia Zhao
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CEO, Liang Che
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VP, Jie Zhang
----------------------------
Director, Wei Song
----------------------------
Director, Michael Harrop
----------------------------
Director, Huakang He
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Director, Shengli Ma
BEIJING SLAIT SCIENCE & TECHNOLOGY DEVELOPMENT LIMITED CO.
----------------------------
President, Yi He No. SLAIT shares owned: 434,124
----------------------------
Director, Hongkeung Lam No. SLAIT shares owned: 176,678
----------------------------
Shareholder, Jing Zeng No. SLAIT share owned : 96,921
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