Franklin Towers Enterprises, Inc. Center Barnstead, New Hampshire 03225
Xxxxxxxx
Xxxxxx Enterprises, Inc.
0
Xxx Xxxxx
Xxxxxx
Xxxxxxxxx, Xxx Xxxxxxxxx 00000
November
28, 2007
Chongqing
Wintus New Star Enterprises Group, Ltd.
Room
1812
Metropolitan
Tower, Yuzhong District
Chongqing,
China
Re:
Letter
of Intent
Gentlemen:
This
Letter of Intent (this “Agreement”) shall set forth our mutual agreement
regarding a transaction (the “Transaction”) whereby Xxxxxxxx Xxxxxx Enterprises,
Inc. or a wholly-owned subsidiary (the “Buyer”) shall acquire all of the assets
of Chongqing Wintus New Star Enterprises Group, Ltd., a limited liability
company organized under the laws of the People’s Republic of China (the
“Seller”), including without limitation, fixed assets, real estate holdings,
intellectual property and 100% of the issued and outstanding capital stock
of
the companies listed on Exhibit
A,
attached
hereto (hereinafter referred to as the “Business”), in consideration for a
purchase price to be mutually agreed upon after the Buyer has completed its
due
diligence investigation of the Seller and its assets. The purchase price will
be
payable in cash payments of an amount equivalent to one-third of the aggregate
purchase price and in shares of commons stock of the Buyer equivalent to
two-thirds of the aggregate purchase price.
The
closing of
the
transactions contemplated by this Agreement is subject to the completion of
the
due diligence investigation, the execution and delivery of documentation
appropriate for the Transaction in form and substance mutually acceptable to
both parties, consents from the respective boards of directors of both companies
and any third parties and the delivery of audited financial statements of the
Seller in conformity with the rules and regulations of the Securities and
Exchange Commission. Subject to the forgoing, it is the intent of the parties
that definitive documentation with respect to the Transaction be executed and
delivered and the closing shall occur on a date to be mutually agreed upon
by
the parties. The parties shall use their best efforts to achieve same.
In
consideration hereof, the Seller shall not, directly or indirectly, through
any
director, officer, member, manager, employee, agent, creditor, representative
or
otherwise (and each of said parties shall use reasonable efforts to insure
such
persons shall not directly or indirectly) (i) solicit, initiate or encourage
the
submission of inquiries, proposals or offers from any person or entity relating
to (x) any business combination with respect to Seller or the business or assets
of Seller; or (y) the sale of any of the assets and/or securities of Seller
(an
"Alternative Transaction"), (ii) enter into or participate in any
negotiations, or initiate any discussions or continue any discussions initiated
by others, regarding any Alternative Transaction, or furnish to any other person
or entity any information with respect to the assets or business of Seller
or
its business for the purposes of pursuing a possible Alternative Transaction
with any other party, or (iii) otherwise participate in, assist, facilitate
or
encourage any effort or attempt by any other person or entity to do any of
the
foregoing. Seller shall promptly notify the Buyer of any proposal or inquiry
made to it or any of its directors, officers, members, managers, creditors,
employees, agents, representatives, or otherwise with respect to any of the
foregoing.
Except
as
required by applicable law, neither party shall disclose nor permit its
officers, representatives, agents or employees to discuss the existence or
terms
of this Agreement to any third party without the prior written consent of the
other party.
The
Seller shall enable the officers, independent certified public accountants,
counsel, bankers and other representatives of the Buyer access to its
properties, books, records, personnel, business and other commercial
relationships, and will fully cooperate in order that the Buyer may have full
opportunity to make such investigation as it reasonably desires to make of
the
Seller and its business.
After
the
consummation of the Transaction, the Buyer agrees that the management team
of
Wintus will continue to operate the Business.
If
the
foregoing accurately sets forth our agreement, please execute where indicated
below and return a fully executed copy of this Agreement to our attention,
whereupon this Agreement shall become a valid and binding agreement between
us.
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XXXXXXXX
XXXXXX ENTERPRISES, INC.
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|
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By:
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/s/
Xxxxx Fan
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|
Xxxxx
Fan
|
|
|
President
and Chief Executive Officer
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|
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CHONGQING
WINTUS NEW STAR ENTERPRISES GROUP, LTD.
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|
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By:
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/s/
Xxxx Xxxx
|
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Name:
Xxxx Xxxx
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EXHIBIT
A
|
1.
|
Liangping
(Chongqing) Hongmeida Silk and Textile Co.,
Ltd.
|
|
2.
|
Wulong
(Chongqing) Hongmeida Silk Co.,
Ltd.
|
|
3.
|
Wulong
(Chongqing) Xinxing Silk and Textile Co.,
Ltd.
|
|
4.
|
Guangdong
(China) Wanlifeng Textile dyeing and Finishing Co.,
Ltd.
|
|
5.
|
Zhongshan
(Guangdong) Fenghua Printing and Dyeing Co.,
Ltd.
|
|
6.
|
Wuhua
(Guangdong) Xinlong Printing and Dyeing Co.,
Ltd.
|
|
7.
|
Zhongshan
(Guangdong) Longsheng Garment Making Co.,
Ltd
|
