Exhibit 4.14
Share Purchase Agreement
Between
Ko Ho Group
And
Arden Trading Company Ltd. And All the Shareholders
This Agreement is entered into this 28th day of February, 2007, between Ko Ho
Management Ltd., with an address at Flat A 8/F, Perfect Commercial Building, Xx.
00, Xxxxx Xxxxxx Xxxx, Xxxx Xxxx (Koho) and Arden Trading Company, Ltd., of Xx.
000, 0xx Xxxxx, Long Xxx Xxxxxx Xx Xxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx
000000 ("Arden").
WHEREAS, Koho is an investment holding company engaged in management, marketing
and payment services. It is co-owned by Oxford Investment Holding Inc. (Oxford)
and Invest-Asia (Holding) Limited; and
WHEREAS, Arden is a fulfillment services company engaged in sourcing and
logistics of gift items for China Construction Bank, Guangdong Branch (the Bank)
for bonus point redemption. The services include but not limited to, publication
of gift catalog for mailing to cardholders, taking order from cardholders,
delivery of the gifts and taking relevant customer service calls. The major
shareholders are Xx. Xxxxx Xxxx and his associates (Chen).
Arden intends to expand the services firstly to cover all branches of the Bank
in Guangdong Provinces, Shanghai and Beijing and then to other major banks in
China. The purpose of allotting additional shares is to obtain additional
capital for expansion and marketing purposes.
NOW, THEREFORE, in consideration of the premises, the mutual promises herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Chen and all the shareholders of Arden agree to sell to Koho Fifty
percent (50%) ownership interest in Arden. Koho shall inject RMB Seven
Hundred Fifty Thousand (RMB 750,000) into Arden plus Two Hundred
Thousand (200,000) common shares of Oxford Investment Holding Inc.
(Oxford) for 50% of its share capital. The Oxford shares shall be
issued to persons as designated by Arden and Chen within 30 days from
the signing of this agreement. Cash shall be transferred to the bank
account of Arden in Guangzhou, China via telegraphic transfer (TT)
within Thirty (30) days, from the signing of this agreement or after
the confirmation from Chen on item #2 as listed here below, for
registered capital increase examination by the local authorities.
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2. Chen shall inform Koho if a wholly owned subsidiary to be incorporated
under the Companies Ordinance of Hong Kong is required, in order to
obtain a better status under CEP A. Koho shall endeavor its best
efforts to compile with such request. It is understood that the time
for incorporating such company will not be less than 14 working days.
3. Chen agrees to be responsible for and settle all liabilities,
including but not limited to intangible liabilities, other than those
listed in the account statement as provided to Koho.
4. Upon signing of this agreement, Arden shall reform the board of
directors. Each party shall hold two seats. Chen or its designee shall
be appointed as chairman of the board.
5. The general manager and other senior executives are employed as is,
under existing terms of employment. . Any future changes shall be
subject to the approval of the Board of Directors.
6. All major affairs of Arden shall be decided by theBoard of Directors.
Chen shall continue to be responsible for the operations and business
of Arden for a reasonable period of time, whereas Koho shall provide
marketing and strategic assistance to improve and enhance the
business. Chen shall report to the Board on business progress and
status of Arden at least once a month.
7. In the case, operation system is required to improve and enhance the
business and such operation system is available in house at Oxford,
Koho shall cause Oxford to provide such system.
8. Koho reserves the rights to dispatch internal audit team to audit the
accounts and affairs of Arden with or without notice, not more than
once in a quarter. The expenses shall be borne by Koho.
9. Other than the full time executives at Arden, Chen and executives from
Koho shall not draw any salary from Arden until the time the board
feels fit. Arden shall reimburse Chen and Koho, reasonable travel and
entertainment expenses incurred for the business of Arden, based on
submission of expense statement with proper supports.
10. Chen shall ensure that Arden follows and abides by all regulatory,
legal and other requirements are followed. Arden shall be responsible
for the filing of the changes to the appropriate Chinese Government
authorities.
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11. Chen and Arden present executives shall prepare a business plan with
business and cash flow projections and performance goals for
submission to Koho within fourteen (14) days from the signing of this
agreement.
12. The designated persons to take up the Oxford shares agree that the
Stock acquired hereunder may be sold or transferred only upon
compliance with the Securities Act of 1933, as amended (the "Act"),
and any other applicable securities law, or pursuant to an exemption
there from. If deemed necessary by the Company to comply with the Act
or any applicable laws or regulations relating to the sale or issuance
of securities, the Seller, at the time of any sale and as a condition
imposed by the Company, shall represent, warrant and agree that the
shares of Stock are being held for investment and not with any present
intention to resell the same and without a view to distribution, and
the Seller shall, upon the request of the Company, execute and deliver
to the Company an agreement to such effect. The Seller acknowledges
that the stock certificate representing Stock will be issued with the
following restricted securities legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SHARES MA Y NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE
ABSENCE OF SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION STATING
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
13. Miscellaneous:
a. This Agreement supersedes an prior agreements between the parties
and may not be changed orally.
b. The terms and conditions of the Agreement shall be binding upon
the distributees, representatives, successors, and assigns of the
respective parties.
c. This Agreement shall be construed pursuant to the laws of the
Republic of China without regard to conflict of law provisions.
d. This Agreement may be executed in four (4) or more counterparts,
each of which shall be deemed to be an original and all of which
shall constitute a single instrument, and the signature of any
party of any counterpart shall be deemed a signature to any and
may be appended to any other counterpart.
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14. Entire Agreement/Modification
This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated herein and no
representation; promise, inducement, or statement of intention
relating to the transactions contemplated by this Agreement has been
made by any party that is not set forth in the Agreement. This
Agreement shall not be modified or amended except by an instrument in
writing signed by or on behalf of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement, this 28th day
of February, 2007.
Ko Ho Management Ltd. Arden Trading Co., Ltd.
By: Xxxxxxx Xxxxxxx By: Xxxxx Xxxx
Director Representing Arden Trading Co.,
and all shareholders of Arden
In the presence of: In the presence of:
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