EXHIBIT 2.1
STOCK FOR OWNERSHIP AGREEMENT
STOCK FOR OWNERSHIP AGREEMENT between Viking Capital Group, Inc. and
Zhou Hai Ping, Wang Ping and various private owners of Beijing Fei Yun Viking
Enterprises, Company, Ltd.
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For the acquisition by Viking Capital Group, Inc. of an additional
Seventy One percent (71%) for a total of ninety six percent (96%) of the
ownership of Beijing Fei Yun Viking Enterprises Company, Ltd., a Peoples
Republic of China Foreign Investment Joint Venture Company in exchange for
Callable Preferred stock of Viking Capital Group, Inc., a Utah Corporation of
the United States (US) of America.
AGREEMENT, dated as of December 27, 2001 between Viking Capital Group,
Inc., (hereinafter called Viking), and private owners of Beijing Fei Yun Viking
Enterprises Company, Ltd. (hereinafter called Fei Yun Viking) as listed in
Schedule I attached hereto (collectively called Fei Yun shareholders) and
represented herein by Vice Chairman Wang Ping and Chairman Zhou Hai Ping.
Fei Yun shareholders either own or have the right to sell, transfer and
exchange seventy one percent (71%) of the ownership of Fei Yun Viking's capital
stock. Viking wishes to acquire an additional seventy one percent (71%) of the
ownership of the capital stock of Fei Yun Viking in exchange for 1,800,000
shares at US$10.00 per share for a total value of $18,000,000 of the Callable
Preferred Stock of Viking (hereinafter referred to as Viking's Preferred Stock)
and Fei Yun shareholders wish to make said exchange. Further, current Chairman,
President and CEO Zhou Hai Ping and Vice Chairman and Vice President Wang Ping
shall continue in their positions as directors and officers and continue to have
full responsibility for all operations of Fei Yun Viking and shall report such
operations directly to William Fossen, Chairman and CEO of Viking.
NOW THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the parties do hereby agree as follows:
Section 1. Exchange of Shares. On the terms and
subject to the conditions set forth in this Agreement, at the time of closing
referred to in Section 3 hereof, Viking will issue and deliver or cause to be
issued and delivered to the Fei Yun shareholders 1,800,000 shares of Viking's
Callable Preferred Stock in exchange for which the Fei Yun shareholders will
deliver or cause to be delivered to Viking seventy one percent (71%) ownership
of Fei Yun Viking.
Section 2. Acquired Fei Yun Viking Ownership. Fei
Yun Viking ownership shall be determined as follows:
(a) Amount. On the terms and subject to the conditions and adjustments set
forth in this Agreement, and in exchange for the Acquired Shares.
(b) Closing Balance Sheet. Fei Yun shareholders, at its sole expense, shall
cause to be prepared and delivered to Viking at the Closing,
(i) an unaudited Closing Balance Sheet of the
Company, which shall be prepared in accordance with GAAP accounting principles.
In connection therewith Fei Yun Viking shall make available prior to the Closing
all financial statements, worksheets and other information concerning the
Closing Balance Sheet as Viking may reasonably request. All costs and expenses
of preparation of the Closing Balance Sheet shall be paid by Fei Yun.
Section 3. - Closing Date and Materials to be
Delivered. The closing of the exchange transfer assignment and delivery of the
Acquired Shares provided for in Section I hereof and the delivery by Fei Yun
shareholders and Viking of the materials specified in Sections 12 and 13 hereof
(the "Closing") shall take place at the executive offices of Viking, located at
5420 LBJ Freeway, Suite 300, Dallas, Texas by the fax receipt of the signature
of each selling shareholder on the 31st. day of December, 2001 or such earlier
date or location as is mutually agreed to by the parties (herein referred to as
the "Closing" or the "Closing Date',); provided, however, that in the event that
any condition to this Agreement referred to in Section 10 and 11 is not
fulfilled or satisfied by such date, then any extensions shall be controlled by
the provisions for extension of time set forth in Section 10 and 11.. In the
event of postponement, the term "Closing Date" shall be deemed to mean the date
upon which the transactions contemplated herein are actually consummated. Two
copies of each original signature of the selling Fei Yun shareholders shall be
delivered to Zhou Hai Ping at Beijing Fei Yun Enterprises Company, Ltd.
68AnLiRoad,SunshinePlazaOfficeSectionA-B,Suite337Beijing100101,China who will
then deliver in person or by Federal Express one original from each seller to
the attention of William J. Fossen at Viking Capital Group, Inc. at the address
listed herein above.
Section 4. Zhou Hai Ping and Wang Ping agree to
continue to be responsible for all operations of Fei Yun Viking.
Section 5. Zhou Hai Ping and Wang Ping agree to the
termination of the special voting committee of Viking, designated by Viking's
board of directors, along with John Lu, Matthew Fossen and William Fossen and by
their signatures herein below, these persons and owners they represent have
voted their 51% or more shares of Fei Yun Viking for the termination of the
voting control of Fei Yun Viking that was transferred to this Viking special
voting committee.
Section 6. Representations of Fei Yun Shareholders.
Fei Yun shareholders represent to Viking as follows:
(a) Organization and Qualification. Fei Yun Viking is a corporation duly
organized, validly existing and in good standing under the laws of the
Peoples Republic of China and possesses full powers and authorities as a
corporation under such laws, without limitation or restriction, and has the
corporate power to own its properties and to carry on its business as it is
now being conducted. Except as described in any Schedule hereto, there is
not now pending or threatened, any dispute, controversy or proceeding that
involves Fei Yun Viking including without limitation, any proceeding to
dissolve it, to declare its corporate rights, powers, franchises or
privileges, or any of them, null or void or in bankruptcy or for an
arrangement or reorganization in any province or Peoples Republic of China
court.
(b) Certificate of Incorporation and By-Laws. The certified copies of the
Certificate of Incorporation and the By-laws of the Fei Yun Viking, as
amended to date, which have been delivered to Viking and are attached
hereto as Schedule B, are true and complete. The minutes of all meetings of
Fei Yun Viking shareholders, Board of Directors and any committees of such
Board have been delivered to Viking prior to Closing, and there is no
corporate action requiring approval by Fei Yun Viking's shareholders or
Board of Directors which is not reflected in such minutes.
(c) Capitalization. All of the currently outstanding ownership of any kind of
Fei Yun Viking proposed for this transaction are owned, or will be acquired
by Fei Yun Viking or its shareholders free and clear of any liens, claims
or encumbrances whatsoever, and are validly issued and outstanding, fully
paid and nonassessable. There are no outstanding options, subscriptions,
warrants or other agreements of any kind obligating Fei Yun Viking to issue
any ownership of Fei Yun Viking or options or rights with respect thereto;
and there are no outstanding securities or instruments of any kind which
are convertible into ownership of Fei Yun Viking.
(d) Subsidiaries and Partnerships. Fei Yun Viking is not a party to any
partnership, joint venture or other agreement, which involves the sharing
of profits or losses other then normal shareholder dividends.
(e) Conflicting Agreements and Consents. Neither the execution and delivery of
this Agreement nor the consummation of the transactions described herein
will:
(i) conflict with the Certificate of
Incorporation or By-laws of Fei Yun Viking,
(ii) conflict with or result in a breach of, or
give rise to a right, termination of, or accelerate the performance required by,
any agreement to which Fei Yun Viking, is now a party, or constitute a default
thereunder, or in the creation of any liens, charges or encumbrances upon any
property , or
(iii) conflict with any statute, regulation,
ordinance, writ, injunction order, judgment, decree, license, permit or other
governmental approval to Fei Yun Viking or any of its assets is subject.
(f) Suits and Controversies. Except as listed and fully described in Schedule
C, there are no actions, suits, proceedings or investigations pending,
threatened against or affecting Fei Yun Viking at law or in equity or
before any board or other governmental or administrative agency. There are
no controversies pending or threatened between Fei Yun Viking and its
agents or employees, other than those already explained, received or
understood by Viking except as listed in Schedule C attached hereto.
(g) 2001 Year to date Financial Statement. Schedule D contains a true and
complete Balance Sheet and income statement of Fei Yun Viking, as of June
30, 2001; copies of which have been delivered to Viking.
(h) Financial Statement. Fei Yun shareholders have delivered to Viking a true
copy of the GAAP balance sheet and statement of income of Fei Yun Viking
for the year 2000. Such financial statements are complete and fairly
present the financial position of Fei Yun Viking as of December 31, 2000,
and the results of operations for Fei Yun Viking for the year then ended in
conformity with GAAP accounting principles or as otherwise accepted by
Viking, copies of which are attached hereto as Schedule E.
(i) Absence of Undisclosed Liabilities. As of June 30, 2001, to the best of Fei
Yun Viking's knowledge and belief, Fei Yun Viking had no liabilities or
obligations (whether accrued, absolute, contingent or otherwise and whether
due or to become due), which, individually or in the aggregate, were
material and were not reflected in the financial statements of Fei Yun
Viking or the notes thereto as of such date or otherwise set forth in the
attached Schedules, Fei Yun Viking does not know of any basis for the
assertion against Fei Yun Viking of any such liability or obligation
arising out of a transaction entered into or any state of facts existing on
or prior to such dates.
(j) Liabilities as of Closing. On the Closing, Fei Yun Viking will have no
material liabilities or obligations (whether accrued, absolute, contingent
or otherwise and whether due or to become due) which are not fully reflected
on the face of the Closing Balance Sheet.
(k) Tax Returns and Payments. Fei Yun Viking has delivered to Viking true and
complete copies of all government income tax returns relative to its
operations for the calendar years ended 1998, 1999, 2000 if appropriate and
Fei Yun Viking will make available, upon request of Viking, copies of all
central government, payroll and franchise tax returns relative to its
operation for such years, any requests for extension of the filing of any
returns currently due and copies, if any, of report of central government
tax authorities relating to examinations of any tax returns for such years.
Fei Yun Viking has filed (including the period of any valid extension) all
central government and local tax returns and reports which have become due
to be filed and has paid all taxes, assessments, fees, interest, penalties
(if any) and any other governmental charges payable for all periods covered
thereby. Fei Yun Viking is not delinquent in the payment of taxes,
assessments or government charges. There are no assessments of additional
taxes threatened against Fei Yun Viking or its properties. No waiver of any
statute of limitations or agreement for extension of time for assessment in
respect of any tax liability of Fei Yun Viking is presently in effect.
Without limiting the foregoing, Fei Yun Viking
(i) has properly filed when due (including the
period of any valid extension) all returns and reports relating to the payment
of the employees' withheld central government and local income taxes, and
(ii) has paid all amounts required to be paid
thereunder, except such withheld amounts not yet due to have been paid. These
representations shall likewise be true as to tax returns and payments relative
to the Fei Yun's operations for the calendar year ended December 31, 2000, and
copies of all returns and reports pertaining to such year shall be delivered to
Viking upon the filing thereof. Should a subsequent audit by the central
government internal revenue service for calendar year 2000 or any earlier year
result in any additional tax, penalty or interest being payable, Fei Yun
shareholders shall reimburse Viking for such amount. Viking agrees to
immediately notify Fei Yun shareholders of the pendency and result of any such
audit and shall allow Fei Yun Viking to participate therein, at its own expense.
(l) Title to Properties. At Closing, Fei Yun Viking will not own or possess any
interest in any real or personal property, whether tangible or intangible,
except as set forth in the Fei Yun's its June 30, 2001 statement, and at
such date Fei Yun Viking will have good and marketable title to all of such
properties and assets, subject to no liens, mortgages, pledges or
encumbrances 'whatsoever, except for the interest of any lending
institution or individual lender as shown on the financial statement
provided pursuant to Section 4 (h) hereof.
(m) Contracts. Except as otherwise described in Schedule F, as of the Closing
Fei Yun Viking will not be obligated by any commitments, contracts or
agreements of any kind or nature in accordance with Section 6(a) hereof.
Except as described in Schedule F or in the Fei Yun's financial statements
or the notes thereto, there has been no breach or default or event, which
with the lapse of time or notice or both, would constitute a breach or
default on the part of Fei Yun Viking under any commitment, contract or
agreement of any kind or nature to which Fei Yun Viking or its assets are
subject.
(n) Ownership Charters. Attached hereto as Schedule G is the ownership charters
from the appropriate government authority which shows the following
companies and their percentages owned by Fei Yun Viking: Beijing Golden
Horse Great Wall Estate Construction Co., Ltd.; a note associated with the
purchase of Beijing Anhua Office Building Co. Ltd. from Wang Ping and Zhou
Hai Ping; a note associated with the purchase of Hebei Kangshun Feiyun
Organic Waste Processing Co., Ltd. from Wang Ping and Zhou Hai Ping;
Beijing Feiyun Chemical Trading Co., LTD; Lianyungang East Sea Highway
Development & Management Co, TTC; - As a part of this agreement, Viking has
agreed to trade both notes mentioned above from Wang Ping and Zhou Hai Ping
as well as Lianyungang East Sea Highway Development and Management Co., TTC
to parties designated by Wang Ping and Zhou Hai Ping in exchange for part
payment of future projects.
(o) Other Assets. 7,500,000 Viking Capital Group, Inc. Common Restricted
Shares.
(p) Agreement to Amend Fei Yun Viking's Charter and Delivery of Viking's
Callable Preferred shares received by Fei Yu Representatives. To be
delivered, signed and notarized post closing upon delivery of Fei Yun
Viking amendment filing receipt and Viking's filing receipt with state of
Utah and its registrar for the Callable Preferred shares.
(q) Employment. Fei Yun Viking has no direct or indirect obligation or
liability under any employment agreement, collective bargaining agreement
or employee welfare or benefit plan, and Fei Yun Viking has no contracts,
agreements or other obligations to any employee or any affiliate of any
employee.
(r) Investment Company. Fei Yun shareholders or Beijing Fei Yun Viking is not
an investment Company as defined in Section 368(a)(2)(F)(iii) and (iv), or
in any event a Company meeting the requirements of Section
368(a)(2)(F)(ii), of the US Internal Revenue Code.
(s) Bank Accounts and Depositories. Attached hereto as Schedule H is a true and
complete list of all of the bank accounts, safe deposit boxes and other
depositories, showing the persons having signatory authority or access
thereto, which Fei Yun Viking will have as of the Closing.
(t) Non-competition Agreements. Fei Yun Viking is not subject to any agreement
limiting or imposing any condition upon its freedom to compete in any line
of business or with any person or to utilize any information in its
possession.
(u) Compliance with Law. To the best of Fei Yun shareholder's knowledge and
belief, Fei Yun Viking is not in violation of any law, regulation or rule
or any writ, judgment, injunction, order or decree of any court or
governmental authority whatsoever relating to conduct of its business and
the ownership of its assets.
(v) Fei Yun Viking. Fei Yun Viking is a joint venture foreign investment
corporation duly organized and validly existing under the laws of the
Peoples Republic of China and has full power and authority under its
Certificate of Incorporation and By-Laws (Charter) to enter into and carry
out the provisions of this Agreement. Fei Yun shareholders have obtained
all necessary approvals of the execution and delivery of this Agreement and
the consummation of the transactions contemplated herein, and Fei Yun
shareholders and/or Fei Yun Viking are not subject to any contract or
agreement which prevents the consummation hereof or as to which the
consummation of this Agreement would constitute a breach or default. This
agreement has been duly executed and delivered by Fei Yun shareholders via
their representative Zhou Hai Ping and constitutes the legal, valid and
binding obligation of all Fei Yun shareholders.
(w) Disclosure. No representation by Fei Yun shareholder and/or Fei Yun Viking
contained in this Agreement or in any Schedule, certificate, list or other
document furnished or to be furnished by or on behalf of Fei Yun
shareholders and/or Fei Yun Viking pursuant to or in connection with this
Agreement contains or shall contain any untrue statement of a material fact
or omits or shall omit to state a material fact necessary to make the
statements made, in light of the circumstances under which they are or were
made, not misleading.
(x) Accredited Purchasers. The signators hereto as purchasers and as the
purchasers representatives of these Viking Callable Preferred shares state
that they are accredited investor as defined by the Securities and Exchange
Commission and a sophisticated investors having made many investments in
the past.
The signators hereto understand that the Callable Preferred stock is to be
issued pursuant to the exemptions from registration and/or permit requirements
of the Texas Securities Act, Section 5, and Section 4(2) of the Securities Act
of 1933, as amended, and that such Callable Preferred stock is to be issued
representing such shares of Callable Preferred stock be impressed with a legend
so stating and further stating the applicable restrictions on resale or other
future transfer of such shares under the applicable statutes.
In addition, the signers to this agreement understand that the Callable
Preferred stock will be issued pursuant to the foregoing and constitute
"restricted securities" as that term is used in Rule 144 of the Rules and
Regulations of the Securities and Exchange Commission. Accordingly, the officers
of the Corporation are directed to impress upon any certificate issued to
represent the stock so sold, a legend advising that such stock is restricted and
may be sold only pursuant to an effective registration statement filed with the
Securities and Exchange Commission or pursuant to a valid and existing exemption
from such registration.
Section 7. Representations of Viking. Viking
represents to Fei Yun shareholders as follows:
(a) Organization and Qualification. Viking is a corporation duly organized and
validly existing under the laws of the State of Utah and has full power and
authority under its Certificate of Incorporation and By-Laws to enter into
and carry out the provisions of this Agreement. Viking has obtained all
necessary approvals of the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein on its part to be
obtained, and Viking is not subject to any contract or agreement which
prevents the consummation hereof or as to which the consummation of this
Agreement would constitute a breach or default or would result in the
creation of any liens, charges or encumbrances upon the property of Viking.
No other consent is required to be obtained by Viking to permit Viking to
acquire and exchange Viking shares for Fei Yun ownership as contemplated
herein.
(b) Disclosure. No representation by Viking contained in this Agreement or in
any document furnished or to be furnished by or on behalf of Viking
pursuant to or in connection with this Agreement contains or shall contain
any untrue statement of a material fact or omits or shall omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which they are or were made, not misleading.
(c) Acquired for Investment. Viking is acquiring the Acquired Fei Yun Viking
ownership for its own account and not with a view to any public
distribution thereof.
(d) It is Viking's intention to raise at least $18M immediately for the purpose
of calling the Preferred stock used for the purchase contemplated herein.
Once this $18M for the repurchase of the Preferred stock used herein,
Viking will continue to raise capital for Fei Yun Viking for additional
projects.
Section 8. Actions in Preparing for Closing and
Conduct of Business Prior to Closing:
(a) Prior to Closing, Fei Yun shareholders agree to take or cause the following
actions to be taken:
(i) Upon reasonable advance notice, authorized
representatives of Viking shall, during normal business hours, be permitted to
confer with the Fei Yun Viking personnel and shall be given full and complete
access to all properties, books, records, contracts and documents of Fei Yun
Viking. Fei Yun Viking shall furnish to Viking all information with respect to
the affairs and business of Fei Yun Viking as Viking may reasonably request.
Said inspection shall be completed by Viking not later than December29, 2001.
(ii) Fei Yun shareholders will operate the
Beijing Fei Yun Viking business and properties only in the ordinary and regular
conduct of its business; will not issue or grant options, interests or rights of
any nature whatsoever in respect of any of its capital stock or declare or pay
any dividend or make any distribution of any kind, except as shall be disclosed
to Viking prior to Closing; will not create or permit to be created any lien,
charge or encumbrance on any of its properties.
(iii) There will be no amendment to the
Certificate of Incorporation or By-Laws of Fei Yun Viking or other change in the
corporate structure of Fei Yun Viking. The "Company's" Board of Directors will
cause Fei Yun Viking to take such action as may be necessary to maintain,
preserve, renew and keep in full force and effect its corporate existence,
rights and franchises.
(iv) Unless otherwise consented to by Viking, Fei
Yun Viking will use its best efforts not to violate, or commit a breach of or a
default under any commitment, contract or other agreement to which it is a party
or to which any of its assets are subject or violate any applicable statute,
regulation, ordinance, writ, injunction, order, judgment of decree of any court
or other governmental agency.
(v) Except for those transactions contemplated
by or referred to in this Agreement, Fei Yun Viking will not enter into any
borrowing or any other agreement or amendment to any existing agreement, except
as shall be disclosed to Viking prior to Closing.
(vi) Fei Yun Viking and the Fei Yun shareholders
will use, and cause to use, its good faith best efforts to assist Viking in
obtaining the approval of any state regulatory agency that may be required
involving a transaction of this nature and size for the transfer of the Acquired
Shares, as well as any other regulatory approvals the parties determine to be
necessary.
(vii) Fei Yun Viking will continue to file all tax
returns in a timely manner (including any valid extensions) and to pay all taxes
shown as due thereon, and Fei Yun Viking will promptly furnish Viking with a
copy of all returns as filed.
(b) Post Closing, Viking agrees to use its good faith and best efforts to
obtain the approval of any state regulatory authority for the transfer of
the Acquired Shares, as well as any other regulatory approvals which may be
necessary to effectuate this Agreement and the transfer of assets and
business contemplated by the parties.
Section 9. Conditions Precedent to the Obligations
of Viking and Fei Yun Shareholders.
All obligations of Viking and Fei Yun shareholders to consummate the
transactions contemplated by this Agreement are subject to the satisfaction of
the following conditions on or before the Closing, which are in addition to the
conditions specified in Sections 10 and 11 of this Agreement:
(a) All regulatory, board of directors and shareholders approvals determined to
be necessary by either of the parties shall have been obtained.
(b) Agreement to Amend Fei Yun Viking Charter and Delivery of Viking's shares
received by Fei Yu Viking Representatives. To be delivered, signed and
notarized post closing upon delivery of Fei Yun Viking amendment filing
receipt and Viking's filing receipt with state of Utah and its registrar
for the Callable Preferred shares.
Section 10. Conditions of Termination by Viking.
(a) If, at the Closing, any of the following conditions shall exist:
(i) Any regulator whose consent is necessary for
this Agreement shall have withdrawn any approval;
(ii) Any suit, action or other proceeding before
any court or governmental agency shall have been instituted or threatened in
which it is sought to restrain, prohibit, invalidate or set aside the
transactions contemplated by this Agreement;
(iii) Any of Fei Yun shareholder's and or Fei Yun
Viking's representations shall be inaccurate in any material respect as of the
date they were made, and, except as to representations which are expressly
limited to a state of facts existing at a time prior to the Closing, as of the
Closing as if made on the Closing. For purposes hereof, a breach of the
representations contained in the next to the last sentence of paragraph (a) of
Section 4 will only be deemed to be material if it appears that it could lead to
a loss of license in any jurisdiction.
(iv) The certificate of authority of Fei Yun
Viking to transact business has been withdrawn, revoked, lost; suspended or
materially limited or administrative or judicial proceeding, which could result
in any such actions, has been instituted in the country of China.
(v) Fei Yun shareholders and/or Fei Yun Viking
shall have failed in any material way with respect to perform or comply with any
of its covenants, agreements or conditions required by this Agreement to be
performed or complied with by it prior to the Closing; or
(vi) Fei Yun shareholders shall have failed to
deliver at the Closing any of the items required by Section 12 to be delivered
by it at such time unless otherwise agreed by Viking;
(vii) In the event of termination of this
Agreement pursuant to Section B (a)(ii), 10(a)(iii),10(a)(iv), 10(a)(v),
10(a)(vi), or 10(a)(vii), Fei Yun shareholders shall promptly return all
Viking's documents pertaining to this exchange.
Section 11. Conditions of Termination by Fei Yun
Shareholders.
(a) If at the Closing, any of the following conditions shall exist:
(i) Any State regulatory agency or any other
regulatory authority whose consent is necessary for this Agreement shall have
withdrawn such approval;
(ii) Any suit, action or other proceeding before
any court or governmental agency shall have been instituted or threatened in
which it is sought to restrain, prohibit, invalidate or set aside the
transactions contemplated by this Agreement, and counsel for Fei Yun shall
advise it that such matter poses a serious threat to the transaction and has a
reasonable chance of being successfully maintained;
(iii) Any of Viking's representations shall be
inaccurate in any material respect as of the date they were made, and, except as
to representations and warranties which are expressly limited to a state of
facts existing at a time prior to the Closing, at and as of the Closing as if
made on the Closing; or
(iv) Intentionally Left Blank
(v) Viking shall fail to deliver at the Closing
any of the items required by Section 13 to be delivered by Viking at such time;
then, the closing Date shall be postponed at Fei Yun shareholder's election, but
in no event to later than January 30, 2002 at which time Fei Yun Viking may
elect to terminate this Agreement.
Section 12. To be Delivered at Closing by Fei Yun
Shareholders. The following shall be delivered by Fei Yun shareholders to Viking
at the Closing:
(a) Certificate of Power of Attorney from each shareholder of Fei Yun Viking
and/or from the legal person representing a shareholder which gives legal
authorization for the sale of their ownership for a total of seventy one
per cent (71%) ownership of Fei Yun Viking to Viking.
(b) A certificate of the Chief Executive Officer of Fei Yun Viking certifying
that each of the following attached items are true, correct and complete to
the best of his knowledge and belief:
(i) Certificate of the Secretary of Fei Yun
Viking dated as of the Closing, setting forth the resolutions of its Board of
Directors authorizing the execution and delivery of this Agreement and the
consummation of the transactions herein provided for, and stating that none of
such resolutions have been ended or rescinded;
(ii) except as disclosed the Secretary of Fei Yun
Viking has no knowledge of any inaccuracy in Section 4(a) hereof or, except as
disclosed in Schedule C, of any litigation, proceeding or governmental
investigation pending or threatened against or relating to Fei Yun Viking.
(iii) The Acquired Fei Yun Viking per centage was
duly and validly issued, are fully paid and non-assessable and that none of such
ownership was issued in violation of any statutory or common law to the Fei Yun
shareholders.
(g) Such other documents and instruments as have been reasonably requested by
Viking or its counsel, including, without limitation, minute books, stock
record books and any and all corporate and accounting books and records.
(h) The Closing Balance Sheet provided for in Section 2(b).
Section 13. To be Delivered by Viking at the Closing.
The Following shall be delivered by Viking at the Closing:
(a) Viking's certification that State of Utah filing, Viking's Passing Board of
Directors Resolution and Registrar orders will be made post closing for
1,800,000 Callable Preferred stock to each seller as attached hereto in
Schedule I.
Section 14. Survival of the Representations. The
representations and agreements made by each of the parties to this Agreement
shall survive the Closing and shall remain in full force and effect; provided,
however, that one party shall make no claim for a breach of any representation
unless it has given notice to the other party of the claim on or before the
first anniversary of the Closing, except that notice of a claim for inaccuracies
in the representations contained in Section 4(k) hereof may be given on or
before October 1, 2003.
Section 15. Board of Directors. The parties agree
that Wang Ping and Zhou Hai Ping as officers of Viking shall continue to be
represented on the Fei Yun Viking's Board of Directors as directed by Viking.
Section 16. Expenses. Viking and Fei Yun Viking shall
pay their own expenses in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. Viking
shall bear the cost of obtaining the regulatory approvals, if any, provided for
in this Agreement.
Section 17. Complete Agreement. This Agreement
contains the entire agreement among the parties hereto with respect to the
transactions described herein and may be amended, modified and supplemented only
by a written instrument duly signed by the parties. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute but one and the same
instrument.
Section 18. Waiver. Any term or condition of this
Agreement may be waived at any time by the party, which is entitled to the
benefit thereof. Such waiver shall be in writing and shall be executed by the
President or Vice President of such party. A waiver on one occasion shall not be
deemed to be a waiver of the same or any other breach on another occasion.
Section 19. Notices. All notices and other
communications hereunder shall be in writing and shall, until contrary written
instructions are given, be delivered personally to, or mailed first class,
postage prepaid, registered or certified mail return receipt requested,
addressed to:
If to Viking: Viking Capital Group, Inc.
Two Lincoln Centre Suite 300
5420 LBJ Freeway
Dallas, TX 75240
Attn: William J. Fossen
If to Fei Yun Viking: Beijing Fei Yun Viking Enterprises Company, Ltd
68 AnLiRoad, Sunshine Plaza Office Section A-B,
Suite337 Beijing 100101, China
Attn: Zhou Hai Ping
Section 21. Governing Law. This Agreement shall be
construed and enforced in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed as of the date first above written.
BEIJING FEI YUN VIKING
ENTERPRISES COMPANY, LTD.
WANG PING
/s/ Wang Ping
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Vice Chairman
BEIJING FEI YUN VIKING
ENTERPRISES COMPANY, LTD.
ZHOU HAI PING
/s/ Zhou Hai Ping
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Chairman, President & CEO
VIKING CAPITAL GROUP, INC.
WILLIAM FOSSEN
/s/ William J. Fossen
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Chairman & CEO
JOHN LU
/s/ John Lu
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Executive Director/Asian Pacific Operations