SHARE EXCHANGE AGREEMENT By and Among WORLD TROPHY OUTFITTERS, INC., FAST MORE LIMITED, CHEER GOLD DEVELOPMENT LIMITED and FLOSTER INVESTMENT LIMITED Dated as of November 12, 2008
EXECUTION
VERSION
By
and
Among
WORLD
TROPHY OUTFITTERS, INC.,
FAST
MORE LIMITED,
CHEER
GOLD DEVELOPMENT LIMITED
and
FLOSTER
INVESTMENT LIMITED
Dated
as
of November 12, 2008
TABLE
OF CONTENTS
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PAGE
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1
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Section
1.01
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Organization
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2
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Section
1.02
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Capitalization
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2
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Section
1.03
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Subsidiaries.
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2
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Section
1.04
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Financial
Statements.
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2
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Section
1.05
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Options
or Warrants
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3
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Section
1.06
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Absence
of Certain Changes or Events
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3
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Section
1.07
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Contracts.
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4
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Section
1.08
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No
Conflict With Other Instruments
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4
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Section
1.09
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Compliance
With Laws and Regulations
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4
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Section
1.10
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Approval
of Agreement
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4
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Section
1.11
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Valid
Obligation
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4
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Section
1.12
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Information
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4
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ARTICLE
II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF WORLD
TROPHY
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4
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Section
2.01
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Organization
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5
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Section
2.02
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Capitalization
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5
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Section
2.03
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Subsidiaries
and Predecessor Corporations
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5
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Section
2.04
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Financial
Statements.
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5
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Section
2.05
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Options
or Warrants
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6
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Section
2.06
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Absence
of Certain Changes or Events
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6
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Section
2.07
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Litigation
and Proceedings
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7
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Section
2.08
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Contracts
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7
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Section
2.09
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No
Conflict With Other Instruments
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7
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Section
2.10
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Compliance
With Laws and Regulations
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7
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Section
2.11
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Approval
of Agreement
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7
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Section
2.12
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Material
Transactions or Affiliations
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7
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Section
2.13
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Bank
Accounts; Power of Attorney
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8
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Section
2.14
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Valid
Obligation
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8
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Section
2.15
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Filings
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8
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Section
2.16
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OTCBB
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8
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Section
2.17
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Correspondence
with SEC
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8
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Section
2.18
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Xxxxxxxx-Xxxxx
Certifications
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8
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Section
2.19
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No
Material Misstatements or Omissions
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8
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Section
2.20
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Information
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8
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ARTICLE
III PLAN OF EXCHANGE
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9
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Section
3.01
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The
Exchange
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9
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Section
3.02
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Closing
Events
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9
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Section
3.03
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Termination
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9
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ARTICLE
IV SPECIAL COVENANTS
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9
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Section
4.01
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Access
to Properties and Records
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9
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i
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Section
4.02
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Delivery
of Books and Records
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10
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Section
4.03
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Third
Party Consents and Certificates
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10
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Section
4.04
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Cancellation
of Shares Held By Principal Stockholder
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10
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Section
4.05
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Designation
of Directors and Officers
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10
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Section
4.06
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Indemnification.
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10
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Section
4.07
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The
Acquisition of World Trophy Common Stock
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11
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ARTICLE
V CONDITIONS PRECEDENT TO OBLIGATIONS OF WORLD TROPHY
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12
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Section
5.01
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Accuracy
of Representations and Performance of Covenants
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12
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Section
5.02
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Officer’s
Certificate
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12
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Section
5.03
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Good
Standing
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12
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Section
5.04
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Approval
by Stockholders
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12
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Section
5.05
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No
Governmental Prohibition
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12
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Section
5.06
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Consents
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12
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Section
5.07
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Other
Items.
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13
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ARTICLE
VI CONDITIONS PRECEDENT TO OBLIGATIONS OF FAST MORE AND THE
STOCKHOLDER
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13
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Section
6.01
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Accuracy
of Representations and Performance of Covenants
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13
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Section
6.02
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Officer’s
Certificate
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13
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Section
6.03
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Good
Standing
|
13
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Section
6.04
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No
Governmental Prohibition
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13
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Section
6.05
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Consents
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13
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Section
6.06
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Legal
Opinion.
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14
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Section
6.07
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Other
Items
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14
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ARTICLE
VII MISCELLANEOUS
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14
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Section
7.01
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Brokers
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14
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Section
7.02
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Governing
Law; Jurisdiction; Venue
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14
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Section
7.03
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Notices
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14
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Section
7.04
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Attorney’s
Fees
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16
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Section
7.05
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Confidentiality
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16
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Section
7.06
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Public
Announcements and Filings
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16
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Section
7.07
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Recitals
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16
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Section
7.08
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Third
Party Beneficiaries
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16
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Section
7.09
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Expenses
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16
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Section
7.10
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Survival;
Termination
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17
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Section
7.11
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Counterparts
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17
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Section
7.12
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Amendment
or Waiver
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17
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Section
7.13
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Best
Efforts
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17
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Section
7.14
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Entire
Agreement
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17
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FAST
MORE SCHEDULES
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1
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1
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EXHIBIT
A FORM OF INVESTMENT LETTER
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1
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ii
THIS
SHARE EXCHANGE AGREEMENT
(this
“Agreement”)
is
entered into as of this 12th
day of
November, 2008, by and among WORLD
TROPHY OUTFITTERS, INC., a
Nevada
corporation (“World
Trophy”),
FAST
MORE LIMITED,
a Hong
Kong investment holding company (“Fast
More”),
CHEER
GOLD DEVELOPMENT LIMITED,
a
company organized under the laws of Samoa (“Cheer
Gold”)
and
FLOSTER
INVESTMENT LIMITED,
a
company organized under the laws of Samoa (“Floster”,
and
together with Cheer Gold, the “Stockholders”),
upon
the following premises:
RECITALS:
WHEREAS,
World
Trophy is a U.S. publicly held corporation with no significant
operations;
WHEREAS,
Cheer
Gold and Floster own ninety-four percent (94%) and six percent (6%) of the
issued and outstanding shares of capital stock of Fast More, respectively,
and
the Stockholders collectively own one hundred percent (100%) of the issued
and
outstanding shares of capital stock of Fast More (the “Fast
More Shares”);
WHEREAS,
World
Trophy desires to acquire the Fast More Shares in exchange for the issuance
by
World Trophy to the Stockholders of Thirty-Five Million (35,000,000)
newly-issued shares of World Trophy’s common stock, par value $0.001 per share
(“World
Trophy Common Stock”),
of
which Thirty-Two Million Nine Hundred Thousand (32,900,000) shares shall
be
issued to Cheer Gold and Two Million One Hundred Thousand (2,100,000) shall
be
issued to Floster (the “Exchange”);
and
WHEREAS,
the
parties hereto intend for this transaction to constitute a tax-free
reorganization pursuant to the provisions of Section 368(a)(1)(B) and/or
Section
351 of the Internal Revenue Code of 1986, as amended.
AGREEMENT:
NOW
THEREFORE,
on the
stated premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the parties to
be
derived herefrom, and intending to be legally bound hereby, it is hereby
agreed
as follows:
ARTICLE
I
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF FAST MORE
As
an
inducement to, and to obtain the reliance of World Trophy, except as set
forth
in those schedules prepared by Fast More which are attached and made a
part
hereto (the “Fast
More Schedules”),
Fast
More hereby represents and warrants as of the date hereof (the “Closing
Date”)
as
follows:
1
Section
1.01 Organization. Fast More is a company duly organized, validly
existing, and in good standing under the laws of Hong Kong and has the corporate
power and is duly authorized under all applicable laws, regulations, ordinances
and orders of public authorities to carry on its business in all material
respects as it is now being conducted. Included in Item 1.01 of the Fast More
Schedules are complete and correct copies of Fast More’s Certificate of
Incorporation as in effect on the date hereof and the Memorandum and Articles
of
Association of Fast More (together, the “Fast More Charter”). The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, violate any provision of the Fast
More Charter. Fast More has taken all actions required by law, from its Fast
More Charter, or otherwise to authorize the execution and delivery of this
Agreement. Fast More has full power, authority, and legal right and has taken
all action required by law, the Fast More Charter, and otherwise to consummate
the transactions herein contemplated.
Section
1.02 Capitalization.
The
authorized capitalization of Fast More consists of Ten Thousand (10,000)
ordinary shares of capital stock, par value HK$1.00 per share (“Fast
More Capital Stock”).
There
are Ten Thousand (10,000) shares of Fast More Capital Stock currently issued
and
outstanding, of which Cheer Gold and Floster own Nine Thousand Four Hundred
(9,400) shares and Six Hundred (600) shares, respectively. The issued and
outstanding shares are legally issued, fully paid and non-assessable and
not
issued in violation of the preemptive or other rights of any person.
Section
1.03 Subsidiaries.
Changxing Chisen Battery Co., Limited (“Chisen”)
exists
as the wholly-owned and chief operating subsidiary of Fast More. Chisen’s
principal business is the manufacture and sale of sealed lead-acid battery
products. Beyond this entity, Fast More does not have any other subsidiaries
and
does not own, beneficially or of record, any shares of any other corporation.
For purposes hereinafter, the term “Fast
More”
also
includes Chisen.
Section
1.04 Financial
Statements.
(a) Included
in Item
1.04(a) of the Fast More Schedules
are (i)
the audited consolidated balance sheet of Fast More as of March 31, 2008,
and the related audited consolidated statements of operations, stockholders’
equity and cash flows for the fiscal years ended March 31, 2008 and 2007
together with the notes to such statements (the “Fast
More Audited Financial Statements”)
and
the opinion of Mazars CPA Limited, the independent certified public accountants
of Fast More (“Mazars”).
(b) Included
in Item 1.04(b)
of the Fast More Schedules
are: (i)
an unaudited condensed consolidated balance sheet of Fast More at June 30,
2008, and the related unaudited consolidated statements of operations,
stockholders’ equity and cash flows for the three (3) months ended June 30,
2008 and 2007 together with notes to such statements (together with the Fast
More Audited Financial Statements, the “Fast
More Financial Statements”);
all
such financial statements have been reviewed by Mazars.
2
(c) All
such
Fast More Financial Statements have been prepared in accordance with generally
accepted accounting principles of the United States (“GAAP”)
consistently applied throughout the periods involved. Fast More’s balance sheets
are true and accurate and present fairly as of their respective dates the
financial condition of Fast More. As of the date of such balance sheets,
except
as and to the extent reflected or reserved against therein, Fast More had
no
other liabilities or obligations (absolute or contingent) which should be
reflected in the balance sheets or the notes thereto prepared in accordance
with
GAAP, and all assets reflected therein are properly reported and present
fairly
the value of the assets of Fast More in accordance with GAAP. Fast More’s
statements of operations, stockholders’ equity and cash flows reflect fairly the
information required to be set forth therein by GAAP.
(d) Fast
More
has no liabilities with respect to the payment of any federal, state, county,
local or other domestic or foreign taxes (including any deficiencies, interest
or penalties), except for taxes accrued but not yet due and payable (if
any).
(e) All
of
Fast More’s assets are reflected in the Financial Statements, and, except as set
forth in the Financial Statements or the notes thereto, Fast More has no
material liabilities, direct or indirect, matured or unmatured, contingent
or
otherwise.
Section
1.05 Options or Warrants. Except as set forth in the Financial
Statements, there are no existing options, warrants, calls, or commitments
of
any character relating to the authorized and unissued shares of Fast More
Capital Stock.
Section
1.06 Absence of Certain Changes or Events. Since June 30, 2008:
(a) there
has
not been any material adverse change in the business, operations, properties,
assets, or condition (financial or otherwise) of Fast More;
(b) Fast
More
has not (i) amended the Fast More Charter; (ii) declared or made, or agreed
to
declare or make, any payment of dividends or distributions of any assets
of any
kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase
or redeem, any of its capital stock; (iii) made any material change in its
method of management, operation or accounting, (iv) entered into any other
material transaction other than sales in the ordinary course of its business;
or
(v) made any increase in or adoption of any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with its officers, directors, or
employees; and
(c) Fast
More
has not (i) granted or agreed to grant any options, warrants or other rights
for
its stocks, bonds or other corporate securities calling for the issuance
thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent)
except
as disclosed herein and except liabilities incurred in the ordinary course
of
business; (iii) sold or transferred, or agreed to sell or transfer, any of
its
assets, properties, or rights or canceled, or agreed to cancel, any debts
or
claims; or (iv) issued, delivered, or agreed to issue or deliver any stock,
bonds or other corporate securities including debentures (whether authorized
and
unissued or held as treasury stock) except in connection with this
Agreement.
(d) Except
as
set forth in the Fast More Financial Statements, there are no material actions,
suits, proceedings, or investigations pending or, to the knowledge of Fast
More
after reasonable investigation, threatened by or against Fast More or affecting
Fast More or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. Fast More does not have any knowledge of any material
default on its part with respect to any judgment, order, injunction, decree,
award, rule, or regulation of any court, arbitrator, or governmental agency
or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default.
3
Section
1.07 Contracts.
(a) All
contracts, agreements, franchises, license agreements, and other commitments
to
which Fast More is a party or by which its properties are bound and which
are
material to the operations of Fast More taken as a whole are valid and
enforceable by Fast More in all respects, except as limited by bankruptcy
and
insolvency laws and by other laws affecting the rights of creditors
generally.
Section
1.08 No Conflict With Other Instruments.
The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term
or
provision of, constitute a default under, or terminate, accelerate or modify
the
terms of any indenture, mortgage, deed of trust, or other material agreement,
or
instrument to which Fast More is a party or to which any of its assets,
properties or operations are subject.
Section
1.09 Compliance With Laws and Regulations.
To the
best of its knowledge, Fast More has complied with all applicable foreign
and
domestic statutes and regulations of any federal, state, provincial or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets, or condition of Fast More or except to the extent that noncompliance
would not result in the occurrence of any material liability for Fast More.
Section
1.10 Approval of Agreement. The board of directors of Fast More has
unanimously authorized the execution and delivery of this Agreement by Fast
More
and have approved this Agreement and the transactions contemplated hereby,
and
will recommend to the Stockholders that the Exchange be approved by the
Stockholders.
Section
1.11 Valid Obligation.
This
Agreement and all agreements and other documents executed by Fast More in
connection herewith constitute the valid and binding obligation of Fast More,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
Section
1.12 Information. The information concerning Fast More set forth in
this Agreement and in the Fast More Schedules is complete and accurate in
all
material respects and does not contain any untrue statement of a material
fact
or omit to state a material fact required to make the statements made, in
light
of the circumstances under which they were made, not misleading.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF WORLD TROPHY
As
an
inducement to, and to obtain the reliance of Fast More and the Stockholders,
except as set forth in those schedules prepared by World Trophy which are
attached and made a part hereto (the “World
Trophy Schedules”),
World
Trophy represents and warrants, as of the Closing Date, as follows:
4
Section
2.01 Organization. World Trophy is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada
and
has the corporate power and is duly authorized under all applicable laws,
regulations, ordinances, and orders of public authorities to carry on its
business in all material respects as it is now being conducted. Set forth
in
Item 2.01 of the World Trophy Schedules are complete and correct copies
of the Articles of Incorporation and Bylaws of World Trophy as in effect
on the
Closing Date (together, the “World Trophy Charter”). The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of the World Trophy Charter.
World Trophy has taken all action required by law, the World Trophy Charter
or
otherwise to authorize the execution and delivery of this Agreement, and
World
Trophy has full power, authority, and legal right and has taken all action
required by law, the World Trophy Charter or otherwise to consummate the
transactions herein contemplated.
Section
2.02 Capitalization. World Trophy’s authorized capitalization
consists of (a) One Hundred Million (100,000,000) shares of World
Trophy Common Stock, of which 33,658,200 shares were issued and outstanding
prior to the transaction contemplated by the Exchange and (b) Ten Million
(10,000,000) shares of preferred stock (“Preferred Stock”), none of which
were issued or outstanding immediately preceding the consummation of the
Exchange. All issued and outstanding shares of World Trophy Common Stock
are
duly authorized, legally issued, fully paid, and non-assessable and not issued
in violation of the preemptive or other rights of any person.
Section
2.03 Subsidiaries and Predecessor Corporations. World Trophy does
not have any predecessors or subsidiaries and does not own, beneficially
or of
record, any shares of any other corporation.
Section
2.04 Financial Statements.
(a) Set
forth
in Item
2.04(a) of the World Trophy Schedules
are (i)
the audited balance sheets of World Trophy as of March 31, 2008, and the
related
audited statements of operations, stockholders’ equity and cash flows for the
fiscal year ended March 31, 2008, together with the notes to such statements
and
the opinion of Xxxxxxxxx, Silver & Hardy, P.C. (“Xxxxxxxxx”),
independent certified public accountants of World Trophy with respect
thereto.
(b) Set
forth
in Item
2.04(b) of World Trophy Schedules
are: (i)
an unaudited balance sheet of World Trophy at September 30, 2008, and the
related unaudited statements of operations, stockholders’ equity and cash flows
for the three (3) and six (6) months ended September 30, 2008 together with
the notes to such statements, and all such financial statements have been
reviewed by Xxxxxxxxx.
(c) All
such
financial statements have been prepared in accordance with GAAP consistently
applied throughout the periods involved. World Trophy’s balance sheets are true
and accurate and present fairly as of their respective dates the financial
condition of World Trophy. As of the date of such balance sheets, except
as and
to the extent reflected or reserved against therein, World Trophy had no
liabilities or obligations (absolute or contingent) which should be reflected
in
the balance sheets or the notes thereto prepared in accordance with GAAP,
and
all assets reflected therein are properly reported and present fairly the
value
of the assets of World Trophy, in accordance with GAAP. The statements of
operations, stockholders’ equity and cash flows reflect fairly the information
required to be set forth therein by GAAP.
5
(d) World
Trophy has no liabilities with respect to the payment of any federal, state,
county, local or other taxes (including any deficiencies, interest or
penalties), except for taxes accrued but not yet due and payable.
(e) World
Trophy has timely filed all state, federal or local income and/or franchise
tax
returns required to be filed by it from its inception to the date hereof.
Each
of such income tax returns reflects the taxes due for the period covered
thereby, except for amounts which, in the aggregate, are
immaterial.
(f) All
of
World Trophy’s assets are reflected in its financial statements, and, except as
set forth in the World Trophy Schedules or the financial statements of World
Trophy or the notes thereto, World Trophy has no material liabilities, direct
or
indirect, matured or unmatured, contingent or otherwise.
(g) World
Trophy has no liabilities as of the Closing Date.
Section
2.05 Options or Warrants. There are no existing options, warrants,
calls, or commitments of any character relating to the authorized and unissued
stock of World Trophy.
Section
2.06 Absence of Certain Changes or Events. Since September 30,
2008:
(a) There
has
not been any material adverse change in the business, operations, properties,
assets or condition (financial or otherwise) of World Trophy;
(b) World
Trophy has not (i) amended the World Trophy Charter; (ii) declared or made,
or
agreed to declare or make any payment of dividends or distributions of any
assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; (iii) made any material
change in its method of management, operation or accounting; (iv) entered
into
any transactions or agreements other than in connection with this Agreement
and
the transactions contemplated herein; or (v) made any increase in or adoption
of
any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement, made
to,
for or with its officers, directors, or employees; and
(c) World
Trophy has not (i) granted or agreed to grant any options, warrants, or other
rights for its stock, bonds, or other corporate securities calling for the
issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred,
or become subject to, any material obligation or liability (absolute or
contingent) except liabilities incurred in the ordinary course of business;
(iii) sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights, or canceled, or agreed to cancel, any debts or claims;
or
(iv) issued, delivered or agreed to issue or deliver, any stock, bonds or
other
corporate securities including debentures (whether authorized and unissued
or
held as treasury stock), except in connection with this Agreement.
6
Section
2.07 Litigation and Proceedings There are no actions, suits,
proceedings or investigations pending or threatened by or against World Trophy
or affecting World Trophy or its properties, at law or in equity, before
any
court or other governmental agency or instrumentality, domestic or foreign,
or
before any arbitrator of any kind. World Trophy has no knowledge of any default
on its part with respect to any judgment, order, writ, injunction, decree,
award, rule or regulation of any court, arbitrator, or governmental agency
or
instrumentality or any circumstance which after reasonable investigation
would
result in the discovery of such default.
Section
2.08 Contracts.
Except
as set forth in Item 2.09 of the World Trophy Schedules:
(a) World
Trophy is not a party to, and its assets, products, technology and properties
are not bound by, any contract, franchise, license agreement, agreement,
debt
instrument or other commitments whether such agreement is in writing or
oral.
(b) World
Trophy is not a party to or bound by, and the properties of World Trophy
are not
subject to any contract, agreement, other commitment or instrument; any charter
or other corporate restriction; or any judgment, order, writ, injunction,
decree, or award; and
(c) World
Trophy is not a party to any oral or written (i) contract for the employment
of
any officer or employee; (ii) profit sharing, bonus, deferred compensation,
stock option, severance pay, pension benefit or retirement plan, (iii)
agreement, contract, or indenture relating to the borrowing of money, (iv)
guaranty of any obligation, (vi) collective bargaining agreement; or
(vii) agreement with any present or former officer or director of World
Trophy.
Section
2.09 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, constitute
a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage, deed of trust, or other material agreement or instrument to which
World Trophy is a party or to which any of its assets, properties or operations
are subject.
Section
2.10 Compliance
With Laws and Regulations.
World
Trophy has complied with all applicable statutes and regulations of any federal,
state, or other applicable governmental entity or agency thereof. This
compliance includes, but is not limited to, the filing of all reports to
date
with federal and state securities authorities.
Section
2.11 Approval
of Agreement.
The
Sole Director of World Trophy has authorized the execution and delivery of
this
Agreement by World Trophy and has approved this Agreement and the transactions
contemplated hereby.
Section
2.12 Material
Transactions or Affiliations.
There
exists no contract, agreement or arrangement between World Trophy and any
predecessor and any person who was at the time of such contract, agreement
or
arrangement an officer, director, or person owning of record or known by
World
Trophy to own beneficially, five percent (5%) or more of the issued and
outstanding common stock of World Trophy and which is to be performed in
whole
or in part after the date hereof or was entered into not more than three
(3)
years prior to the Closing Date. Neither any officer, director, nor five
percent
(5%) stockholder of World Trophy has, or has had since inception of World
Trophy, any known interest, direct or indirect, in any such transaction with
World Trophy which was material to the business of World Trophy. World Trophy
has no commitment, whether written or oral, to lend any funds to, borrow
any
money from, or enter into any other transaction with, any such affiliated
person.
7
Section
2.13 Bank
Accounts; Power of Attorney.
Set
forth in Item
2.14 of the World Trophy Schedules
is a
true and complete list of (a) all accounts with banks, money market mutual
funds
or securities or other financial institutions maintained by World Trophy
within
the past twelve (12) months, the account numbers thereof, and all persons
authorized to sign or act on behalf of World Trophy, (b) all safe deposit
boxes
and other similar custodial arrangements maintained by World Trophy within
the
past twelve (12) months, (c) the check ledger for the last twelve (12) months
and (d) the names of all persons holding powers of attorney from World Trophy
or
who are otherwise authorized to act on behalf of World Trophy with respect
to
any matter, other than its officers and directors, and a summary of the terms
of
such powers or authorizations.
Section
2.14 Valid
Obligation.
This
Agreement and all agreements and other documents executed by World Trophy
in
connection herewith constitute the valid and binding obligation of World
Trophy,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
Section
2.15 Filings.
World
Trophy has timely filed all reports required to be filed by it under the
Securities Exchange Act of 1934, as amended (“Exchange
Act”).
Section
2.16 OTCBB.
World
Trophy’s Common Stock is traded on the Over-The-Counter Bulletin Board
(“OTCBB”)
and
meets all requirements to be listed on the OTCBB.
Section
2.17 Correspondence
with SEC.
Except
as set forth in Item
2.18 of the World Trophy Schedules,
World
Trophy has had no correspondence with the U.S. Securities & Exchange
Commission (the “SEC”)
relating to World Trophy’s filings with the SEC.
Section
2.18 Xxxxxxxx-Xxxxx
Certifications.
World
Trophy has made all certifications to the SEC required to date under Sections
302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Section
2.19 No
Material Misstatements or Omissions.
No
filing made with the SEC (“SEC
Documents”)
at the
time such filing was made, none of the materials provided to Fast More and
the
Stockholders in connection with this Agreement and the transactions contemplated
hereby and none of the representation and warranties made in this Agreement
or
any of the other transaction document in connection with this Agreement include
any untrue statements of material fact, nor do World Trophy’s SEC Documents at
the time of filing and none of the representations and warranties made in
this
Agreement or any other transaction document in connection with this Agreement
omit to state any material fact required to be stated therein necessary to
make
the statements made, in light of the circumstances under which they were
made,
not misleading.
Section
2.20 Information.
The
information concerning World Trophy set forth in this Agreement and the World
Trophy Schedules is complete and accurate in all material respects and does
not
contain any untrue statements of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances
under
which they were made, not misleading.
8
ARTICLE
III
PLAN
OF EXCHANGE
Section
3.01 The Exchange. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date, the Stockholders, by executing
this Agreement, shall assign, transfer and deliver, free and clear of all
liens,
pledges, encumbrances, charges, restrictions or known claims of any kind,
nature, or description, the Fast More Shares, constituting all of the shares
of
Fast More Capital Stock, including voting power, of Fast More. In exchange
for
the transfer of the Fast More Shares by the Stockholders, World Trophy shall
issue to the Stockholders share certificates representing an aggregate amount
of
Thirty-Five Million (35,000,000) shares of World Trophy Common Stock (the
“Common Shares”) of which Cheer Gold and Floster will each receive
certificates in the amount of Thirty-Two Million Nine Hundred Thousand
(32,900,000) shares and Two Million One Hundred Thousand (2,100,000) shares,
respectively. As a result of the Exchange as contemplated herein, the
Stockholders, collectively, will beneficially own seventy percent (70%) of
the
voting capital stock of World Trophy on the Closing Date, 65.8% of which
will be
owned by Cheer Gold and 4.2% of which will be owned by Floster. On the Closing
Date, the Stockholders shall surrender their certificate or certificates
representing the Fast More Shares to World Trophy, World Trophy’s counsel or
World Trophy’s registrar or transfer agent. Upon consummation of the transaction
contemplated herein, all of the shares of Fast More Capital Stock shall be
held
by World Trophy. Upon consummation of the transaction contemplated herein
(including, but not limited to, the cancellation of the shares set forth
in
Section 4.04 herein below), there shall be Fifty Million (50,000,000) shares
of
World Trophy Common Stock issued and outstanding.
Section
3.02 Closing
Events.
On the
Closing Date, World Trophy, Fast More and the Stockholders shall execute,
acknowledge, and deliver (or shall ensure to be executed, acknowledged, and
delivered), any and all certificates, opinions, financial statements, schedules,
agreements, resolutions, rulings or other instruments required by this Agreement
to be so delivered on or prior to the Closing Date, together with such other
items as may be reasonably requested by the parties hereto and their respective
legal counsel in order to effectuate or evidence the transactions contemplated
hereby.
Section
3.03 Termination.
This
Agreement may be terminated by the board of directors of Fast More only in
the
event that World Trophy or Fast More fail to meet the conditions precedent
set
forth in Articles V and VI herein. If this Agreement is terminated pursuant
this
Section, this Agreement shall be of no further force or effect, and no
obligation, right or liability shall arise hereunder, except as set forth
herein
below.
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.01 Access to Properties and Records. World Trophy and Fast More
will each afford to the officers and authorized representatives of the other
full access to the properties, books and records of World Trophy or Fast
More,
as the case may be, in order that each may have a full opportunity to make
such
reasonable investigation as it shall desire to make of the affairs of the
other,
and each will furnish the other with such additional financial and operating
data and other information as to the business and properties of World Trophy
or
Fast More, as the case may be, as the other shall from time to time reasonably
request. Without limiting the foregoing, as soon as practicable after the
end of
each fiscal quarter (and in any event through the last fiscal quarter prior
to
the Closing Date), each party shall provide the other with quarterly internally
prepared and unaudited financial statements.
9
Section
4.02 Delivery
of Books and Records.
On or
prior to the Closing Date, Fast More shall deliver to World Trophy the originals
of the corporate minute books, books of account, contracts, records, and
all
other books or documents of Fast More now in the possession of Fast More
or its
representatives. World Trophy shall deliver to Fast More the originals of
the
corporate minute books, books of account, contracts, records, and all other
books or documents of World Trophy now in the possession of World Trophy
or its
representatives.
Section
4.03 Third
Party Consents and Certificates.
World
Trophy and Fast More hereby agree to cooperate with each other in order to
obtain any required third party consents to this Agreement and the transactions
herein contemplated.
Section
4.04 Cancellation
of Shares Held By Principal Stockholder.
Concurrent and simultaneous with the consummation of this Agreement on the
Closing Date, Xxxxxx Xxxxx, World Trophy’s principal stockholder (the
“Principal
Stockholder”)
shall
cancel 18,658,200 shares of World Trophy Common Stock held by the Principal
Stockholder in exchange for the payment by World Trophy to the Principal
Stockholder of Fifteen Thousand Dollars ($15,000).
Section
4.05 Designation
of Directors and Officers.
On the
Closing Date, (a) Xx Xxxxxxx shall be appointed to serve as a director of
World Trophy, effective immediately, (b) Xxxxxx Xxxxx shall resign from
each of his officer positions of World Trophy, effective immediately, (c)
Xx
Xxxxxxx shall be appointed to serve as President and Chief Executive Officer
of
World Trophy, effective immediately, (d) He Zhiwei shall be appoint to
serve as Chief Financial Officer of World Trophy, effective immediately,
(e) Fei Wenmei shall be appointed to serve as Corporate Secretary of World
Trophy, effective immediately, (f) Liu Chuanjie shall be appointed to serve
as Treasurer of Wrold Trophy, effective immediately, (g) Xxxx Xxxxx shall
be
appointed to serve as a Vice-President of World Trophy, effective immediately
and (h) Xxx Shourong shall be appointed to serve as a Vice-President of World
Trophy, effective immediately. After compliance by World Trophy with Rule
14F-1
promulgated under the Exchange Act, Xxxxxx Xxxxx’ resignation as a director
shall become effective and the appointment of He Zhiwei, Liu Chuanjie, Dong
Quanfeng, Jiang Yanfu, Xxxx Xxxxxxx and Yun
Hon
Man
shall
become effective, with Xx Xxxxxxx serving as Chairman of the Board. World
Trophy
shall draft all necessary instruments to effect the appointments described
in
this Section 4.05.
Section
4.06 Indemnification.
(a) Fast
More
hereby agrees to indemnify World Trophy and each of the officers, agents
and
directors of World Trophy as of the date of execution of this Agreement against
any loss, liability, claim, damage, or expense (including, but not limited
to,
any and all expense whatsoever reasonably incurred in investigating, preparing,
or defending against any litigation, commenced or threatened, or any claim
whatsoever) (“Loss”),
to
which it or they may become subject arising out of or based on any inaccuracy
appearing in or misrepresentations made under Article I of this Agreement.
The
indemnification provided for in this paragraph shall survive the closing
hereunder and the consummation of the transactions contemplated hereby and
termination of this Agreement for two (2) years following the Closing
Date.
10
(b) World
Trophy hereby agrees to indemnify Fast More and each of the officers, agents,
and directors of Fast More and the Stockholders as of the date of execution
of
this Agreement against any Loss to which it or they may become subject arising
out of or based on any inaccuracy appearing in or misrepresentation made
under
Article II of this Agreement. The indemnification provided for in this paragraph
shall survive the closing hereunder and the consummation of the transactions
contemplated hereby and termination of this Agreement for two (2) years
following the Closing Date.
Section
4.07 The Acquisition of World Trophy Common Stock. World Trophy and
Fast More acknowledge and agree that the consummation of this Agreement
including the issuance of the World Trophy Common Stock in exchange for the
Fast
More Common Stock as contemplated hereby constitutes the offer and sale of
securities under the Securities Act of 1933, as amended and applicable
state statutes. World Trophy and Fast More agree that such transactions shall
be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes, which depend, among other items,
on the
circumstances under which such securities are acquired.
(a) In
order
to provide documentation for reliance upon the exemptions from the registration
and prospectus delivery requirements for such transactions, each of the
Stockholders shall execute and deliver to World Trophy the Investment
Representation Letter in substantially the form of Exhibit
A
attached
hereto.
(b) In
connection with the transactions contemplated by this Agreement, World Trophy
and Fast More shall each file, with the assistance of the other and their
respective legal counsel, such notices, applications, reports, or other
instruments as may be deemed by them to be necessary or appropriate in an
effort
to document reliance on such exemptions, and the appropriate regulatory
authority in the States where the Stockholders are domiciled or is otherwise
required to file such notices, applications, reports or other instruments
unless
an exemption requiring no filing is available in such jurisdictions, all
to the
extent and in the manner as may be deemed by such parties to be
appropriate.
(c) In
order
to more fully document reliance on the exemptions as provided herein, Fast
More,
the Stockholders, and World Trophy shall execute and deliver to the other,
at or
prior to the Closing Date, such further letters of representation,
acknowledgment, suitability, or the like as Fast More, the Stockholders or
World
Trophy and their respective counsel may reasonably request in connection
with
reliance on exemptions from registration under such securities
laws.
(d) The
Stockholders acknowledge that the basis for relying on exemptions from
registration or qualifications are factual, depending on the conduct of the
various parties, and that a legal opinion will be provided to the effect
that
the transactions contemplated hereby are in fact exempt from registration
or
qualification.
11
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF WORLD TROPHY
The
obligations of World Trophy under this Agreement are subject to the
satisfaction, on or before the Closing Date, of the following
conditions:
Section
5.01 Accuracy of Representations and Performance of Covenants. The
representations and warranties made by Fast More and the Stockholders in
this
Agreement were true when made and shall be true at the Closing Date with
the
same force and effect as if such representations and warranties were made
at and
as of the Closing Date (except for changes therein permitted by this Agreement).
Fast More shall have performed or complied with all covenants and conditions
required by this Agreement to be performed or complied with by Fast More
prior
to or on the Closing Date. World Trophy shall be furnished with a certificate,
signed by a duly authorized executive officer of Fast More and dated the
Closing
Date, to the foregoing effect.
Section
5.02 Officer’s
Certificate.
World
Trophy shall have been furnished with certificates dated the Closing Date
and
signed by a duly authorized officer of Fast More to the effect that no
litigation, proceeding, investigation, or inquiry is pending, or to the best
knowledge of Fast More threatened, which might result in an action to enjoin
or
prevent the consummation of the transactions contemplated by this Agreement,
or,
to the extent not disclosed in the Fast More Schedules, by or against Fast
More,
which might result in any material adverse change in any of the assets,
properties, business, or operations of Fast More.
Section
5.03 Good
Standing.
World
Trophy shall have received certificates of good standing from (a) the Registrar
of Companies of Hong Kong, dated as of a date within six (6) business days
prior to the Closing Date certifying that Fast More is in good standing as
a
company in Hong Kong, (b) the appropriate authority in Samoa, dated within
six
(6) business days prior to the Closing Date, confirming that Cheer Gold and
Floster are in good standing as companies in Samoa.
Section
5.04 Approval
by Stockholders.
The
Exchange shall have been approved, and shares delivered in accordance with
Section 3.01, by the holders of not less than one hundred percent (100%)
of the
outstanding Fast More Capital Stock, including voting power, of Fast More,
unless a lesser number is agreed to by World Trophy.
Section
5.05 No
Governmental Prohibition.
No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated
or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
5.06 Consents.
All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of Fast More after the
Closing Date on the basis as presently operated shall have been
obtained.
12
Section
5.07 Other
Items.
(a) World
Trophy shall have received a list containing the names, addresses, and number
of
shares held by each holder of Fast More Capital Stock as of the Closing Date,
certified by an executive officer of Fast More as being true, complete and
accurate; and
(b) World
Trophy shall have received such further opinions, documents, certificates
or
instruments relating to the transactions contemplated hereby as World Trophy
may
reasonably request.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF FAST MORE
AND
THE STOCKHOLDER
The
obligations of Fast More and the Stockholders under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following
conditions:
Section
6.01 Accuracy
of Representations and Performance of Covenants.
The
representations and warranties made by World Trophy in this Agreement were
true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date. World
Trophy shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by World Trophy.
Prior to or on the Closing Date, World Trophy shall furnish to Fast More
a
certificate signed by a duly authorized officer of World Trophy and dated
the
Closing Date, to the foregoing effect.
Section
6.02 Officer’s
Certificate.
Fast
More shall have been furnished with certificates dated the Closing Date and
signed by duly authorized executive officers of World Trophy, to the effect
that
no litigation, proceeding, investigation or inquiry is pending, or to the
best
knowledge of World Trophy threatened, which might result in an action to
enjoin
or prevent the consummation of the transactions contemplated by this Agreement
or, to the extent not disclosed in the World Trophy Schedules, by or against
World Trophy, which might result in any material adverse change in any of
the
assets, properties or operations of World Trophy.
Section
6.03 Good
Standing.
Fast
More shall have received a certificate of good standing from the Secretary
of
State of the State of Nevada or other appropriate office, dated as of a date
within five (5) business days prior to the Closing Date certifying that World
Trophy is in good standing as a corporation in the State of Nevada and has
filed
all tax returns required to have been filed by it to date and has paid all
taxes
reported as due thereon.
Section
6.04 No
Governmental Prohibition.
No
order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated
or
enforced by any court or governmental or regulatory authority or instrumentality
which prohibits the consummation of the transactions contemplated
hereby.
Section
6.05 Consents.
All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of World Trophy after
the
Closing Date on the basis as presently operated shall have been
obtained.
13
Section
6.06 Legal
Opinion. Fast
More
shall have been furnished with a legal opinion from World Trophy’s counsel in
the form of Exhibit
B
hereto
stating, among other things, that the transactions contemplated hereby are
exempt from registration or qualification and that all presently issued and
outstanding shares of World Trophy Common Stock, and all shares of World
Trophy
Common Stock which are being issued to the Stockholders pursuant to this
Agreement on the date hereof, have been duly authorized, validly issued and
are
fully paid and nonassessable and free of any preemptive or similar rights,
have
been issued in compliance with applicable securities laws and
regulations.
Section
6.07 Other
Items.
Fast
More shall have received further opinions, documents, certificates, or
instruments relating to the transactions contemplated hereby as Fast More
may
reasonably request.
ARTICLE
VII
MISCELLANEOUS
Section
7.01 Brokers.
World
Trophy and Fast More agree that there were no finders or brokers involved
in
bringing the parties together or who were instrumental in the negotiation,
execution or consummation of this Agreement. World Trophy and Fast More each
agree to indemnify the other against any claim by any third person other
than
those described above for any commission, brokerage, or finder’s fee arising
from the transactions contemplated hereby based on any alleged agreement
or
understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
Section
7.02 Governing
Law; Jurisdiction; Venue.
This
Agreement shall be governed by, enforced, and construed under and in accordance
with the laws of the United States of America and, with respect to the matters
of State law, with the laws of the State of Nevada. Venue for all matters
shall
be in Miami-Dade County, Florida, without giving effect to principles of
conflicts of law thereunder. Each of the parties irrevocably consents and
agrees
that any legal or equitable action or proceedings arising under or in connection
with this Agreement shall be brought exclusively in the federal courts of
the
United States sitting in Miami-Dade County, Florida. By execution and delivery
of this Agreement, each party hereto irrevocably submits to and accepts,
with
respect to any such action or proceeding, generally and unconditionally,
the
jurisdiction of the aforesaid court, and irrevocably waives any and all rights
such party may now or hereafter have to object to such
jurisdiction.
Section
7.03 Notices.
Any
notice or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered to it or
sent by
telecopy, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:
14
|
If
to Fast More, to:
|
Fast
More Limited
|
||
|
RM
1401, 14/F World Commerce Xxxxxx Xxxxxxx Xxxx
|
|||
|
0-00
Xxxxxx Xxxx XXX
|
|||
|
Xxxx
Xxxx
|
|||
|
Attention:
Xu
Xinhua
|
|||
|
Telephone:
000-0000-0000
|
|||
|
Facsimile:
00-000-000-0000
|
|||
|
With
copies to:
|
K&L
Gates LLP
|
||
|
Wachovia
Financial Center
|
|||
|
000
Xxxxx Xxxxxxxx Xxxx., Xxxxx 0000
|
|||
|
Xxxxx,
XX 00000
|
|||
|
Attention:
Xxxxxxx
X. Xxxxxx, Esq.
|
|||
|
Telephone:
(000)
000-0000
|
|||
|
Facsimile:
(000)
000-0000
|
|||
|
If
to Cheer Gold, to:
|
Cheer
Gold Development Limited
|
||
|
Xxxxx
0
|
|||
|
Xxxxxxxxxxx
Xxxx of Samoa Building
|
|||
|
Beach
Road, Apia, Samoa
|
|||
|
Attention:
Xx
Xxxxxxx
|
|||
|
Telephone:
000-0000-0000
|
|||
|
Facsimile:
00-000-000-0000
|
|||
|
If
to Floster, to:
|
Floster
Investment Limited
|
||
|
Xxxxx
0
|
|||
|
Xxx
Xxxx
|
|||
|
Xxxx
Xxxxxx, Xxxx, Samoa
|
|||
|
Attention:
Xu
Xinhua
|
|||
|
Telephone:
000-0000-0000
|
|||
|
Facsimile:
(000) 0000 0000
|
|||
|
If
to World Trophy, to:
|
World
Trophy Outfitters, Inc.
|
||
|
0000
Xxxxxxx Xxxxx
|
|||
|
Xxxxxxx
Xxxxx, XX 00000
|
|||
|
Attention:
Xxxxxx
Xxxxx
|
|||
|
Telephone:
(000)
000-0000
|
|||
|
Facsimile: (000)
000-0000
|
|||
|
With
copies to:
|
Xxxxxx
X. Xxxxxxxxx, PC
|
||
|
0000
X. Xxxxxx Xxxxxx
|
|||
|
Xxxxx,
Xxxx 00000
|
|||
|
Attention:
Xxxxxx
X. Xxxxxxxxx
|
|||
|
Telephone:
(000)
000-0000
|
|||
|
Facsimile:
(000)
000-0000
|
|||
15
or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the
day after dispatch, if sent by overnight courier and (iii) upon dispatch,
if
transmitted by facsimile or telecopy and receipt is confirmed by telephone.
Section
7.04 Attorney’s
Fees.
In the
event that either party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing
party shall be reimbursed by the losing party for all costs, including
reasonable attorney’s fees, incurred in connection therewith and in enforcing or
collecting any judgment rendered therein.
Section
7.05 Confidentiality.
Each
party hereto agrees with the other that, unless and until the transactions
contemplated by this Agreement have been consummated, it and its representatives
will hold in strict confidence all data and information obtained with respect
to
another party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal inspection,
of such other party, and shall not use such data or information or disclose
the
same to others, except (i) to the extent such data or information is published,
is a matter of public knowledge, or is required by law to be published; or
(ii)
to the extent that such data or information must be used or disclosed in
order
to consummate the transactions contemplated by this Agreement. In the event
of
the termination of this Agreement, each party shall return to the other party
all documents and other materials obtained by it or on its behalf and shall
destroy all copies, digests, work papers, abstracts or other materials relating
thereto, and each party will continue to comply with the confidentiality
provisions set forth herein.
Section
7.06 Public
Announcements and Filings.
Unless
required by applicable law or regulatory authority, none of the parties will
issue any report, statement or press release to the general public, to the
general trade or trade press, or to any third party (other than its advisors
and
representatives in connection with the transactions contemplated hereby)
or file
any document, relating to this Agreement and the transactions contemplated
hereby, except as may be mutually agreed by the parties. Copies of any such
filings, public announcements or disclosures, including any announcements
or
disclosures mandated by law or regulatory authorities, shall be delivered
to
each party at least one (1) business day prior to the release
thereof.
Section
7.07 Recitals. The
recitals to this Agreement are true and correct and are incorporated herein,
in
their entirety, by this reference.
Section
7.08 Third
Party Beneficiaries.
This
Agreement is strictly between World Trophy, the Stockholders and Fast More,
and,
except as specifically provided herein, including, without limitation, those
persons indemnified pursuant to Section 4.06 herein, no director, officer,
stockholder (other than the Stockholders), employee, agent, independent
contractor or any other person or entity shall be deemed to be a third party
beneficiary of this Agreement.
Section
7.09 Expenses.
Subject
to Section 7.04 above, whether or not the Exchange is consummated, each of
World
Trophy, the Stockholders and Fast More will bear its own respective expenses,
including legal, accounting and professional fees, incurred in connection
with
the Exchange or any of the other transactions contemplated hereby. Furthermore,
upon the consummation of the Exchange, World Trophy will not be responsible
for
the legal, accounting and other professional fees incurred by World Trophy
prior
to the Closing Date.
16
Section
7.10 Survival;
Termination.
The
representations, warranties, and covenants of the respective parties shall
survive the Closing Date and the consummation of the transactions herein
contemplated for a period of two (2) years.
Section
7.11 Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.
Section
7.12 Amendment
or Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any
other
default then, theretofore, or thereafter occurring or existing. At any time
prior to the Closing Date, this Agreement may by amended by a writing signed
by
all parties hereto, with respect to any of the terms contained herein, and
any
term or condition of this Agreement may be waived or the time for performance
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
Section
7.13 Best
Efforts.
Subject
to the terms and conditions herein provided, each party shall use its best
efforts to perform or fulfill all conditions and obligations to be performed
or
fulfilled by it under this Agreement so that the transactions contemplated
hereby shall be consummated as soon as practicable. Each party also agrees
that
it shall use its best efforts to take, or cause to be taken, all actions
and to
do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective this Agreement
and the transactions contemplated herein.
Section
7.14 Entire
Agreement.
This
Agreement represents the entire agreement between the parties relating to
the
subject matter thereof and supersedes all prior agreements, understandings
and
negotiations, written or oral, with respect to such subject
matter.
17
IN
WITNESS WHEREOF,
the
corporate parties hereto have caused this Share Exchange Agreement to be
executed by their respective officers, hereunto duly authorized, as of the
date
first-above written.
|
WORLD
TROPHY OUTFITTERS, INC.
|
|
|
By:
|
/s/
Xxxxxx Xxxxx
|
|
Name:
|
Xxxxxx
Xxxxx
|
|
Title:
|
Sole
Officer
|
|
FAST
MORE LIMITED
|
|
|
By:
|
/s/
Xu Hua
|
|
Name:
|
Xu
Hua
|
|
Title:
|
Director
|
18
The
undersigned Stockholders of Fast More hereby agree to participate in the
Exchange on the terms set forth above. Subject to Section 7.11 above, the
undersigned hereby represent and affirm that they have read each of the
representations and warranties of Fast More set out in Article I hereof and
that, to the best of their knowledge, all of such representations and warranties
are true and correct.
|
CHEER
GOLD DEVELOPMENT LIMITED
|
|
|
By:
|
/s/
Xx Xxxxxxx
|
|
Name:
|
Xx Xxxxxxx |
|
Title:
|
Director |
|
FLOSTER
INVESTMENT LIMITED
|
|
|
By:
|
/s/
Tao Xxxx Xxxx
|
|
Name:
|
Tao
Xxxx Xxxx
|
|
Title:
|
Director
|
19
FAST
MORE SCHEDULES
|
Item
1.01
|
Certificate
of Incorporation of Fast More
|
|
Please
see Annex
A
attached hereto.
|
|
|
Memorandum
and Articles of Association of Fast More
|
|
|
Please
see Annex
Battached
hereto.
|
|
|
Item
1.04(a)
|
Audited
Consolidated Financial Statements of Fast More
for
the fiscal years ended March 31, 2008 and
2007
|
|
Please
see Annex
Cattached
hereto.
|
|
|
Item
1.04(b)
|
Unaudited
Consolidated Financial Statements of Fast More
for
the three (3) months ended June 30, 2008
|
|
Please
see Annex
Dattached
hereto.
|
|
|
Item
1.08
|
Material
Contracts
|
|
Please
see Annex
Eattached
hereto.
|
FAST
MORE
-1
WORLD
TROPHY SCHEDULES
|
Item
2.01
|
Articles
of Incorporation and Bylaws
|
|
Please
see Annex
Fand
Annex
G
attached hereto.
|
|
|
Item
2.04(a)
|
Audited
Financial Statements of World Trophy
for
the fiscal year ended March 31, 2008
|
|
Please
see Annex
H
attached hereto.
|
|
|
Item
2.04(b)
|
Unaudited
Financial Statements of World Trophy
for
the three (3) and six (6) months ended September 30,
2008
|
|
Please
see Annex
I
attached hereto.
|
|
|
Item
2.09
|
Material
Contracts
|
|
None.
|
|
|
Item
2.14
|
Bank
Accounts; Powers of Attorney
|
|
None.
|
|
|
Item
2.18
|
Correspondence
with SEC
|
|
Please
see Annex
J
attached hereto.
|
WORLD
TROPHY -1
EXHIBIT
A
FORM
OF INVESTMENT LETTER
The
Board
of Directors of World Trophy Outfitters, Inc.
Re: Purchase
of Shares of Common Stock of World Trophy Outfitters, Inc.
Gentlemen:
In
connection with the acquisition by the undersigned of ___________________
(_____________) shares of common stock of World Trophy Outfitters, Inc.,
par
value $0.001 per share (the “Securities”),
the
undersigned represents that the Securities are being acquired without a view
to,
or for, resale in connection with any distribution of such Securities or
any
interest therein without registration or other compliance under the Securities
Act of 1933, as amended (“Securities
Act”),
and
that the undersigned has no direct or indirect participation in any such
undertaking or in the underwriting of such an undertaking.
The
undersigned understands that the Securities have not been registered, but
are
being acquired by reason of a specific exemption under the Securities Act
as
well as under certain State statutes for transactions by an issuer not involving
any public offering and that any disposition of the subject Securities may,
under certain circumstances, be inconsistent with this exemption and may
make
the undersigned an “underwriter” within the meaning of the Securities Act. It is
understood that the definition of an “underwriter” focuses on the concept of
“distribution” and that any subsequent disposition of the Securities can only be
effected in transactions which are not considered distributions. Generally,
the
term “distribution” is considered synonymous with “public offering” or any other
offer or sale involving general solicitation or general advertising. Under
present law, in determining whether a distribution occurs when securities
are
sold into the public market, under certain circumstances one must consider
the
availability of public information regarding the issuer, a holding period
for
the securities sufficient to assure that the persons desiring to sell the
securities without registration first bear the economic risk of their
investment, whether the holder is an affiliate of the issuer, whether the
issuer
is or has ever been a shell company and limitations on the number of securities
which the stockholder is permitted to sell and on the manner of sale, thereby
reducing the potential impact of the sale on the trading markets. These criteria
are set forth specifically in the new Rule 144 provisions promulgated under
the
Securities Act and made effective as of February 15, 2008.
A-1
World
Trophy Outfitters, Inc.
Page
Two
The
undersigned acknowledges that the Securities must be held and may not be
sold,
transferred, or otherwise disposed of for value unless it is subsequently
registered under the Securities Act or an exemption from such registration
is
available; the issuer is under no obligation to register the Securities under
the Securities Act or under Section 12 of the Securities Exchange Act of
1934,
as amended, except as may be expressly agreed to by it in writing; if Rule
144
is available, and no assurance is given that it will be, initially only routine
sales of such Securities in limited amounts can be made in reliance on Rule
144
in accordance with the terms and conditions of that Rule; the issuer is under
no
obligation to the undersigned to make Rule 144 available, except as may be
expressly agreed to by it in writing; in the event Rule 144 is not available,
compliance with Regulation A or some other exemption may be required before
the
undersigned can sell, transfer, or otherwise dispose of such Securities without
registration under the Securities Act; the issuer’s registrar and transfer agent
will maintain a stop transfer order against the registration of transfer
of the
Securities; and the certificate representing the convertible promissory notes
and warrants composing the Securities will bear a legend in substantially
the
following form so restricting the sale of such Securities.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE “RESTRICTED
SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.
The
issuer may refuse to register transfer of the securities in the absence of
compliance with Rule 144 unless the undersigned furnishes the issuer with
a
“no-action” or interpretative letter from the U.S. Securities and Exchange
Commission or an opinion of counsel reasonably acceptable to the issuer stating
that the transfer is proper; further, unless such letter or opinion states
that
the Securities are free of any restrictions under the Securities Act, the
issuer
may refuse to transfer the Securities to any transferee who does not furnish
in
writing to the issuer the same representations and agree to the same conditions
with respect to such Securities as are set forth herein. The issuer may also
refuse to transfer the securities if any circumstances are present reasonably
indicating that the transferee’s representations are not accurate.
|
Very
truly yours,
|
|
|
Dated: November
__, 2008
|
|
|
For
and on behalf of ____________________
|
|
A-2
EXHIBIT
B
FORM
OF LEGAL OPINION
ANNEX
A
CERTIFICATE
OF INCORPORATION OF FAST MORE
ANNEX
B
MEMORANDUM
AND ARTICLES OF ASSOCIATION OF FAST MORE
ANNEX
C
AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF FAST MORE
FOR
THE FISCAL YEAR ENDED MARCH 31, 2008
ANNEX
D
UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF FAST MORE FOR THE THREE (3)
MONTHS ENDED JUNE 30, 2008
ANNEX
E
LIST
OF MATERIAL CONTRACTS OF FAST MORE
ANNEX
F
ARTICLES
OF INCORPORATION OF WORLD TROPHY
ANNEX
G
BYLAWS
OF WORLD TROPHY
ANNEX
H
AUDITED
FINANCIAL STATEMENTS OF WORLD TROPHY
FOR
THE FISCAL YEAR ENDED MARCH 31, 2008
ANNEX
I
UNAUDITED
FINANCIAL STATEMENTS OF WORLD TROPHY
FOR
THE THREE (3) AND SIX (6) MONTHS ENDED SEPTEMBER 30, 2008
ANNEX
J
WORLD
TROPHY CORRESPONDENCE WITH THE SEC
B-1
