MEMORANDUM OF UNDERSTANDING BETWEEN TEDA HOTELS MANAGEMENT COMPANY LIMITED AND
GLOBAL BUSINESS RESOURCES
This memorandum of understanding (the "MOU") dated Aug 5, 2001, is between
Takeda Developments Limited("The Promotor"), Teda Hotels Management Company
Limited ("TEDA"), a BVI Corporation; and Global Business Resources, Inc. (GBR) a
Florida Corporation.
GBR has been providing a range of marketing and business services to XXXXX
FINANCIAL GROUP, INC. ("XXXXX"), since the founding of XXXXX in December 1999,
with the intention of developing a merger for XXXXX.
GBR hereby agrees to provide corporate consulting and advisory services for TEDA
in conjunction with the development of a merger with XXXXX, which is a public
shell corporation, and the sale, to the public, of the securities of XXXXX (with
TEDA to be the survivor) after the completion of the aforementioned merger, upon
the fully negotiated terms and conditions set forth herein.
This MOU will be superceded by a more detailed merger agreement, to be entered
into by the parties.
1. Services of GBR: GBR will provide services that will include the following:
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(a) Acquisition of and merger into a Public Shell - TEDA shall be merged into a
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fully reporting public shell company, XXXXX Financial Group, Inc. thereof,
effectively becoming a public entity. GBR has obtained the rights for TEDA
to merge into such shell, GAIGE, and will make XXXXX available for such
merger.
(b) SEC Registration Statement & Form 211 Development - Assist TEDA and XXXXX
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and their respective legal counsel in the preparation of a proposed
registration statement with the SEC and the Form 211 to be filed with the
NASD, by the appropriate licensed market maker, as the original application
for listing of the securities of XXXXX on the OTCBB.
(c) Market Maker Introduction - assist TEDA and XXXXX in the location and
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negotiation of (a) relationship(s) with one or more licensed market
maker(s) who will file XXXXX'x Form 211 with the NASD for the listing of
XXXXX'x securities on the OTCBB.
2. The Promotor TEDA and XXXXX to Provide Information: TEDA, with the help of
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the Promotor, and XXXXX agree to provide GBR with any information and documents
as may be requested by them in connection with the services to be performed.
TEDA and XXXXX shall be solely responsible for such information, and the
representations contained in any documents to be prepared on behalf of TEDA and
XXXXX.
It is mutually understood that TEDA, with the help of the Promotor, will have to
supply 2 full years of SEC audited financial statements to complete the merger
with Xxxxx.
3. Responsibility for Payment and Disbursements: The Promotor shall provide
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$30,000 to effect the merger of TEDA into XXXXX, including the cash costs
associated therewith. TEDA shall provide payment for legal and accounting and
miscellaneous services in connection with the public listing.
4. Equity Structure:
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a. The following table of equity indicates the respective issuance of shares in
XXXXX at the completion of the merger of TEDA into XXXXX:
The Promotor and TEDA: 5,000,000 shares common stock
Xxxxx: 700,000 shares common stock to the Xxxxx shareholders or their designates
as a part of this transaction.
5. No Partnership, No Agency. Neither party to this agreement is the agent,
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partner, employee or joint venture of or with the other. Neither party shall act
as any of the above for or on behalf of the other, nor in any manner assume or
create any financial or other obligation on behalf of the other.
6. Obligations Expressed. This Agreement contains the entire understanding of
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the parties and no other representation, promise, or agreement, oral or
otherwise, shall be of any force and effect.
7. Other Advisors. No fee payable to any other financial consultant or advisor
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by the Promotor or TEDA shall reduce or otherwise effect any fee payable
hereunder to the parties.
8. Non Exclusive. The consulting and advisory services to be rendered hereunder
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by the parties shall be on a non-exclusive basis. The parties may render similar
and/or dissimilar services to any other person, firm or corporation.
9. Miscellaneous Provisions. This Agreement sets forth the entire agreement
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between the parties hereto and may not be canceled altered or amended except by
an instrument in writing duly executed by both of the parties hereto. No waiver
of any breach hereof in any one instance shall be deemed to be a waiver of any
term or condition. This Agreement shall be deemed made in accordance with the
laws of the state of Florida, United States of America without regard to any
conflict of law principles, and the parties agree that proper venue will be the
federal and/or state courts, in Palm Beach County, Florida.
10. Notices. All notices required or given under or in connection with this
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Agreement shall be given in writing by addressing the same at the following
addresses, or at such other addresses which one party from time to time may give
the other in written notice and by mailing of the same be registered or
certified mail, return receipt requested:
If to the Promotor
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If to TEDA:
Suite 1801, Chinachem Xxxxxxxx Xxxxx,
000 Xxxxxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx
If to GBR:
Global Busienss Resources, Inc.
00000 Xxxxxxxx Xxx.
Xxxx Xxxxx, Xxxxxxx 00000 XXX
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
day and year above.
The Promotor
By: /s/ Xxxxxxx Xx Yum Xxxx
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Name: Takeda Developments Limited
Represented by: Xxxxxxx Xx Yum Xxxx
Xxxx Hotels Management Company Limited Global Business Resources, Inc.
By: /s/ Xxxxxxx Xxxx-Xxxx Xxx By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxx-Xxxx Xxx Name: Xxxxx Xxxxxxxxx
Title: Managing Director President
