EXHIBIT 10.1
ACQUISITION AGREEMENT
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THIS ACQUISITION OF SHARES AGREEMENT (the "Agreement") is entered into
on the 3th day of February, 2004,
BETWEEN
AVIC Technologies Ltd., a Delaware corporation headquartered at 447
St.Francis-Xavier St. Montreal, Quebec H2Y 2T1 (hereinafter "AVIC" or the
"Company"), and as represented by its President, Mr. Victor Sun
AND
A number of shareholders, as named and listed in APPENDIX A of this
Agreement, (hereinafter the "Seller" or "EDR Shareholders"), who together own
100% of the common shares of East Delta Resources Corp, a Delaware corporation
headquartered 1941 New York Ave. Brooklyn, NY 11210, hereinafter ("EDR").
RECITALS
WHEREAS, the Seller is the owner of 100% of the common shares of EDR,
WHEREAS, EDR is a company with 5,683,125 common shares issued and
outstanding and has various precious metal mining prospects in China,
WHEREAS, AVIC is a shell company, incorporated in the State of
Delaware, with 15,221,000 common shares issued and outstanding and is seeking
new business ventures
WHEREAS, the respective boards of directors of AVIC and EDR deem it
advisable and in the best interests of all parties that AVIC acquire 100% of all
shares of EDR pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
conditions and agreements contained herein and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:
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ARTICLE I
TERMS AND CONDITIONS
OF THE ACQUISITION
1.1 Currency. All cash amounts in this Agreement are expressed in the
currency of the United States of America (USD).
1.2 Sale of EDR. Upon the terms and subject to the conditions set forth in
this Agreement, the Seller agrees to sell to EDR 100% of all the common
and voting shares of EDR (hereinafter, the "Sale").
1.3 Merger. EDR shall be merged into AVIC and AVIC shall be renamed East
Delta Resources Corp.
1.4 Sale Consideration. In consideration of the Sale, AVIC shall issue to
the Seller five shares of common stock of AVIC for each one common
share of EDR for an aggregate of twenty-eight million, four hundred
fifteen thousand and six hundred and twenty-five (28,415,625) of the
Company (hereinafter the "Shares").
1.5 Directors of AVIC. The directors AVIC immediately after the Signing of
this Agreement shall be the directors designated on Schedule 1.5
hereto. Such directors and officers shall serve until their successors
shall have been duly elected, appointed and/or qualified or until their
earlier death, resignation or removal in accordance with the
certificate of incorporation and bylaws.
1.6 EDR's Commitments. AVIC and its management shall honor and abide by all
commitments, contracts, and agreements entered into between EDR and any
other third parties. EDR shall provide copies of all such contract and
agreements by February 20, 2004.
1.7 Pooling Agreement. To afford an orderly and fair liquidation of the
28,415,625 common shares of EDR they are to receive under this
Agreement, the Seller shall agree to enter into a three-year "Pooling
Agreement", whose major conditions are as listed in attached Appendix
"B", and hereby appoint Mr. Victor Sun as the Administrator of this
"Pooling Agreement".
1.8 Shareholders Approval. This Agreement is subject to the approval of a
majority of the voting shares of AVIC not affiliated with Mr. Victor
Sun.
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ARTICLE II
POST-SIGNING TERMS
2.1 Reverse Split. AVIC shall, within 60 days of the closing, undertake all
necessary steps to reverse split its common shares in a ratio ranging
from one new share for three to five old shares (1:3 to 1:5). The final
split ratio to be decided by the Board of Directors of AVIC.
2.2 Closing. The closing of this Agreement is subject to all required
regulatory approvals and in no event shall be later than April 30,
2004.
2.3 SEC Filings. AVIC shall immediately undertake all necessary steps to
file a Schedule 14C with regards to shareholder approval for the
Acquisition, Name change and Reverse split of the common stock.
ARTICLE III
SELLER REPRESENTATIONS
3.1 The Seller warrants and represents the following:
(a) That EDR is the sole owner of Amingo Resources Inc.,
("Amingo"), a Canadian corporation.
(b) That Amingo has obtained a license from the requisite local
authorities to enter into a Joint Venture with the appropriate
local authorities in Jinping County (the "County") situated in
southeastern portion of Guizhou province, China, to explore
for gold in the County.
(c) That Amingo now has an option to extract gold from a property
(the "Bake-Jiaoyun") within the County that covers 72 square
kilometers in the County, situated, approximately 255 km. east
Guiyang city (the capital city of Guizhou province).
(d) The minimum potential for gold mined from the aforementioned
property as has been determined to date and confirmed by an
independent Canadian geologist (GeoConsulting Technical
Services) whose report is summarized and given in the attached
Exhibit.
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ARTICLE IV
MISCELLANEOUS
4.1 Notices. Any notice, request, instruction or other document to be given
hereunder by any party hereto shall be in writing and delivered
personally, by facsimile transmission or telex, or sent by commercial
overnight delivery service or registered or certified mail (return
receipt requested), postage prepaid, addressed as follows:
If to the Seller East Delta Resources Corp.
1941 New York Ave.
Brooklyn, NY 11210
Facsimile: (718) 377-6999
If to AVIC, AVIC Technologies Ltd.
447 St-Francois Xavier Street
Montreal, Quebec, H2Y 2T1 Canada
Facsimile: (450) 923-8359
4.2 Les parties ont convenu que le present contrat soit ecrit en anglais.
4.3 The parties agree that this Agreement be written in the English
language.
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SIGNATURE PAGE
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered on the date and year first above written.
AVIC Technologies Ltd.
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By:
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Victor I.H. Sun P.Eng., President
Seller
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By: By:
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Dr. Huan Zhang Lu Mr. Lewis Lu
By: By:
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Mr. Victor I. H. Sun Chou Mei Yueh
By:
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David Amsel, President (EDR)
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APPENDIX A
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EDR Shareholders (the "Seller")
Name Number of shares in EDR %
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Dr. Huan Zhang Lu 1,339,000 23.6
Lewis Lu 1,080,500 19.0
Victor I. H. Sun 1,080,500 19.0
Chou Mei Yueh 1,683,125 29.6
David Amsel 500,000 8.8
Total: 5,683,125
Schedule 1.5
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Directors of AVIC - Post Merger
Louis Ladouceur
Victor I.H. Sun
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APPENDIX B
Main Conditions of Pooling Agreement
1. All common shares of AVIC as issued to the Seller under the Agreement
are be controlled by the Pooling Agreement (the "PA").
2. The PA shall be for a maximum of three years.
3. All Shares under the PA are restricted (non-transferable/non-saleable)
for the greater of one year or until the commencement of revenues from
mining operations on properties exploited by EDR.
4. When shares become free-able, all such freed shares are placed into
accounts in the name of each shareholder but at the same brokerage
firm. The brokerage firm to be used shall be chosen by the
Administrator.
5. If a shareholder wishes to sell some shares he must inform the
Administrator of his desire to do so by fax, selecting the price at
which they are to be sold, specify if the order is "all or none" or
otherwise, and if there is a time limit to the order, e.g.. day order
or GTC.
6. To prevent undue downward pressure on the stock price, the shares
cannot be sold for a price that is less than yesterday's closing bid
price, nor can more than 2,000 shares be sold per day.
7. Should market conditions permit, the Administrator can over-ride limits
as given in the previous paragraph.
8. If at any time AVIC undertakes a substantive IPO, the shareholders may
petition the Board of Directors of AVIC to release some or all the
shares subject to the PA.
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