SHARE EXCHANGE AGREEMENT By and Among TRIP TECH, INC., and SKYACE GROUP LIMITED, and PIONEER CREATION HOLDINGS LIMITED Dated as of August 12, 2008
By
and
Among
TRIP
TECH, INC.,
and
SKYACE
GROUP LIMITED,
and
PIONEER
CREATION HOLDINGS LIMITED
Dated
as
of August 12, 2008
TABLE
OF CONTENTS
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PAGE
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| ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SKYACE |
4
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|
Section
1.01
|
Organization
|
4
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||
|
Section
1.02
|
Capitalization
|
5
|
||
|
Section
1.03
|
Subsidiaries
and Predecessor Corporations
|
5
|
||
|
Section
1.04
|
Financial
Statements.
|
5
|
||
|
Section
1.05
|
Information
|
6
|
||
|
Section
1.06
|
Options
or Warrants
|
6
|
||
|
Section
1.07
|
Absence
of Certain Changes or Events
|
6
|
||
|
Section
1.08
|
Contracts.
|
7
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||
|
Section
1.09
|
No
Conflict With Other Instruments
|
8
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||
|
Section
1.10
|
Compliance
With Laws and Regulations
|
8
|
||
|
Section
1.11
|
Approval
of Agreement
|
8
|
||
|
Section
1.12
|
Valid
Obligation
|
8
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||
| ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TRIP TECH |
8
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|||
|
Section
2.01
|
Organization
|
8
|
||
|
Section
2.02
|
Capitalization
|
9
|
||
|
Section
2.03
|
Subsidiaries
and Predecessor Corporations
|
9
|
||
|
Section
2.04
|
Financial
Statements
|
9
|
||
|
Section
2.05
|
Information
|
10
|
||
|
Section
2.06
|
Options
or Warrants
|
10
|
||
|
Section
2.07
|
Absence
of Certain Changes or Events
|
10
|
||
|
Section
2.08
|
Litigation
and Proceedings
|
11
|
||
|
Section
2.09
|
Contracts
|
11
|
||
|
Section
2.10
|
No
Conflict With Other Instruments
|
11
|
||
|
Section
2.11
|
Compliance
With Laws and Regulations
|
11
|
||
|
Section
2.12
|
Approval
of Agreement
|
11
|
||
|
Section
2.13
|
Material
Transactions or Affiliations
|
11
|
||
|
Section
2.14
|
Bank
Accounts; Power of Attorney
|
12
|
||
|
Section
2.15
|
Valid
Obligation
|
12
|
||
|
Section
2.16
|
Filings
|
12
|
||
| ARTICLE III PLAN OF EXCHANGE |
13
|
|||
|
Section
3.01
|
The
Exchange
|
13
|
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|
Section
3.02
|
Anti-Dilution
|
13
|
||
|
Section
3.03
|
Closing
Events
|
13
|
||
|
Section
3.04
|
Termination
|
13
|
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| ARTICLE IV SPECIAL COVENANTS |
14
|
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|
Section
4.01
|
Access
to Properties and Records
|
14
|
||
|
Section
4.02
|
Delivery
of Books and Records
|
14
|
||
|
Section
4.03
|
Third
Party Consents and Certificates
|
14
|
||
|
Section
4.04
|
Cancellation
of Shares Held By Principal Stockholder
|
14
|
||
|
Section
4.05
|
Designation
of Directors and Officers
|
14
|
||
|
Section
4.06
|
Indemnification.
|
14
|
||
-2-
|
Section
4.07
|
The
Acquisition of Trip Tech Common Stock
|
15
|
||
|
Section
4.08
|
Increase
of Authorized Trip Tech Common Stock
|
16
|
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| ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF TRIP TECH |
16
|
|||
|
Section
5.01
|
Accuracy
of Representations and Performance of Covenants
|
16
|
||
|
Section
5.02
|
Officer’s
Certificate
|
16
|
||
|
Section
5.03
|
Good
Standing
|
16
|
||
|
Section
5.04
|
Approval
by Stockholder
|
17
|
||
|
Section
5.05
|
No
Governmental Prohibition
|
17
|
||
|
Section
5.06
|
Consents
|
17
|
||
|
Section
5.07
|
Other
Items
|
17
|
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| ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SKYACE AND THE STOCKHOLDER |
17
|
|||
|
Section
6.01
|
Accuracy
of Representations and Performance of Covenants
|
17
|
||
|
Section
6.02
|
Officer’s
Certificate
|
17
|
||
|
Section
6.03
|
Good
Standing
|
17
|
||
|
Section
6.04
|
No
Governmental Prohibition
|
18
|
||
|
Section
6.05
|
Consents
|
18
|
||
|
Section
6.06
|
Legal
Opinion.
|
18
|
||
|
Section
6.07
|
Certificate
of Designation
|
18
|
||
|
Section
6.08
|
Other
Items
|
18
|
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| ARTICLE VII MISCELLANEOUS |
18
|
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|
Section
7.01
|
Brokers
|
18
|
||
|
Section
7.02
|
Governing
Law
|
18
|
||
|
Section
7.03
|
Notices
|
19
|
||
|
Section
7.04
|
Attorney’s
Fees
|
20
|
||
|
Section
7.05
|
Confidentiality
|
20
|
||
|
Section
7.06
|
Public
Announcements and Filings
|
20
|
||
|
Section
7.07
|
Entire
Agreement
|
20
|
||
|
Section
7.08
|
Recitals
|
20
|
||
|
Section
7.09
|
Third
Party Beneficiaries
|
20
|
||
|
Section
7.10
|
Expenses
|
21
|
||
|
Section
7.11
|
Survival;
Termination
|
21
|
||
|
Section
7.12
|
Counterparts
|
21
|
||
|
Section
7.13
|
Amendment
or Waiver
|
21
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||
|
Section
7.14
|
Best
Efforts
|
21
|
||
|
Section
7.15
|
Entire
Agreement
|
21
|
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| SKYACE SCHEDULES |
24
|
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| TRIP TECH SCHEDULES |
25
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| EXHIBIT A FORM OF INVESTMENT LETTER |
A-1
|
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| EXHIBIT B |
B-1
|
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| EXHIBIT C |
B-1
|
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-3-
THIS
SHARE EXCHANGE AGREEMENT
(this
“Agreement”)
is
entered into as of this 12th day
of
August 2008, by and among TRIP
TECH, INC., a
Texas
corporation (“Trip
Tech”),
SKYACE
GROUP LIMITED,
a
British Virgin Islands investment holding company (“SkyAce”)
and
PIONEER
CREATION HOLDINGS LIMITED,
a
British Virgin Islands company (the “Stockholder”),
upon
the following premises:
RECITALS:
WHEREAS,
Trip
Tech is a U.S. publicly held corporation with no significant operations;
and
WHEREAS,
SkyAce
is a wholly-owned subsidiary of the Stockholder; and
WHEREAS,
the
Stockholder owns one hundred percent (100%) of the issued and outstanding shares
of capital stock of SkyAce (the “SkyAce
Shares”);
and
WHEREAS,
Trip
Tech desires to acquire the SkyAce Shares in exchange for the issuance by Trip
Tech to the Stockholder of Seventy-Six Million Nine Hundred Twenty-Five Thousand
(76,925,000) newly-issued shares of Trip Tech’s common stock, par value $0.001
per share (“Trip
Tech Common Stock”)
and
One Million (1,000,000) shares of the Company’s Series A Preferred Stock, par
value $0.001 per share (the “Preferred
Stock”)
which
are convertible into Thirty Million (30,000,000) shares of Common Stock on
the
terms and subject to the conditions as set forth herein (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 SKYACE
As
an
inducement to, and to obtain the reliance of Trip Tech, except as set forth
in
those schedules prepared by SkyAce which are attached and made a part hereto
(the “SkyAce
Schedules”),
SkyAce hereby represents and warrants as of the date hereof (the “Closing
Date”)
as
follows:
Section
1.01 Organization.
SkyAce
is a company duly organized, validly existing, and in good standing under the
laws of the British Virgin Islands 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 SkyAce Schedules
are
complete and correct copies of the Memorandum and Articles of Association of
SkyAce and SkyAce’s Certificate of Incorporation as in effect on the date hereof
(together, the “SkyAce
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 SkyAce
Charter. SkyAce has taken all actions required by law, from its SkyAce Charter,
or otherwise to authorize the execution and delivery of this Agreement. SkyAce
has full power, authority, and legal right and has taken all action required
by
law, the SkyAce Charter, and otherwise to consummate the transactions herein
contemplated.
-4-
Section
1.02 Capitalization.
The
authorized capitalization of SkyAce consists of Fifty Thousand (50,000) ordinary
shares of capital stock, par value $1.00 per share (“SkyAce
Capital Stock”).
There
are Two (2) shares of SkyAce Capital Stock currently issued and outstanding.
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
and Predecessor Corporations.
The
following entities are subsidiaries of SkyAce: (a) Pentimillion Group Limited,
a
British Virgin Islands Company incorporated on July 5, 2006 (“Plentimillion”);
and
(b) Best Summit Enterprise Limited, a British Virgin Islands company
incorporated on November 30, 2006 (“Best
Summit”).
Best
Summit’s sole business is to act as a holding company for its wholly-owned
subsidiary, Wallis Development Limited, a company organized under the laws
of
Hong Kong on December 9, 2006 (“Wallis”).
The
sole business of Wallis is to act as a holding company for its wholly-owned
subsidiary, Beijing Huate Xingye Keji Co., Ltd., a company organized under
the
laws of the PRC on March 17, 2008 (“Beijing
Huate”).
Beijing Huate controls, through those certain contractual instruments set forth
in Item
1.08 of the SkyAce Schedules,
and is
the primary beneficiary of, (a) Dalian Xxxxxxx International Shipping Agency
Co.
Ltd., a Variable Interest Entity and a limited liability company duly
established and validly existing under the laws of the People’s Republic of
China (“Xxxxxxx
International”),
(b)
Dalian Xxxxxxx International Logistics Co. Ltd., a Variable Interest Entity
and
a company organized under the laws of the PRC (“Xxxxxxx
Logistics”)
and
(c) Dalian Shipping Online Networks Co. Ltd., a Variable Interest Entity and
a
company organized under the laws of the PRC (“Shipping
Online”).
Xxxxxxx
International, Xxxxxxx Logistics and Shipping Online are all jointly controlled
by Li Honglin and Xxx Xxxx, each of whom also own fifty percent (50%) of the
Stockholder.
Beyond
these entities, SkyAce 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 “SkyAce”
also
includes Best Summit, Wallis, Beijing Huate, Xxxxxxx International and
Plentimillion.
Section
1.04 Financial
Statements.
(a) Included
in Item
1.04(a) of the SkyAce Schedules
are (i)
the audited balance sheet of SkyAce as of December 31, 2007 and the related
audited statements of operations, stockholders’ equity and cash flows for the
periods ended December 31, 2007 and 2006 together with the notes to such
statements (the “SkyAce
Audited Financial Statements”)
and
the opinion of X.X. Xxxxx & Co., independent certified public accountants of
SkyACe (“KPC”).]
-5-
(b) Included
in Item 1.04(b)
of the SkyAce Schedules
are: (i)
an unaudited balance sheet of SkyAce at March 31, 2008 and the related unaudited
statements of operations, stockholders’ equity and cash flows for the period
ended March 31, 2008 (together with the SkyAce Audited Financial Statements,
the
“SkyAce
Financial Statements”);
all
such financial statements have been reviewed by KPC.
(c) All
such
SkyAce Financial Statements have been prepared in accordance with generally
accepted accounting principles of the United States (“GAAP”)
consistently applied throughout the periods involved. The SkyAce balance sheets
are true and accurate and present fairly as of their respective dates the
financial condition of SkyAce. As of the date of such balance sheets, except
as
and to the extent reflected or reserved against therein, SkyAce 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 SkyAce 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.
(d) SkyAce
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) SkyAce
has timely filed all state, federal or local income and/or franchise tax returns
required to be filed by it from 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
SkyAce’s assets are reflected in the Financial Statements, and, except as set
forth in the Financial Statements or the notes thereto, SkyAce has no material
liabilities, direct or indirect, matured or unmatured, contingent or
otherwise.
Section
1.05 Information.
The
information concerning SkyAce set forth in this Agreement and in the SkyAce
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.
Section
1.06 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 capital stock of SkyAce.
Section
1.07 Absence
of Certain Changes or Events.
Since
March 31, 2008:
(a) there
has
not been any material adverse change in the business, operations, properties,
assets, or condition (financial or otherwise) of SkyAce;
(b) SkyAce
has not (i) amended the SkyAce 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
-6-
(c) SkyAce
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 Financial Statements, there are no material actions, suits,
proceedings, or investigations pending or, to the knowledge of SkyAce after
reasonable investigation, threatened by or against SkyAce or affecting SkyAce
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. SkyAce 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.
Section
1.08 Contracts.
(a) All
“material” contracts, agreements, franchises, license agreements, debt
instruments or other commitments to which SkyAce is a party or by which it
or
any of its assets, products, technology, or properties are bound other than
those incurred in the ordinary course of business are set forth on Item
1.08 of the SkyAce Schedules.
A
“material” contract, agreement, franchise, license agreement, debt instrument or
commitment is one which (i) will remain in effect for more than one (1) year
after the date of this Agreement or (ii) involves aggregate obligations of
at
least One Hundred Thousand Dollars ($100,000).
(b) All
contracts, agreements, franchises, license agreements, and other commitments
to
which SkyAce is a party or by which its properties are bound and which are
material to the operations of SkyAce taken as a whole are valid and enforceable
by SkyAce in all respects, except as limited by bankruptcy and insolvency laws
and by other laws affecting the rights of creditors generally.
(c) Except
as
included or described in the SkyAce Schedules or reflected in the most recent
balance sheet in the Financial Statements, SkyAce 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 SkyAce.
-7-
Section
1.09 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 SkyAce is a party or to which any of its assets, properties
or operations are subject.
Section
1.10 Compliance
With Laws and Regulations.
To the
best of its knowledge, SkyAce 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 SkyAce or except to the extent that noncompliance would
not result in the occurrence of any material liability for SkyAce.
Section
1.11 Approval
of Agreement.
The
Directors of SkyAce have unanimously authorized the execution and delivery
of
this Agreement by SkyAce and has approved this Agreement and the transactions
contemplated hereby, and will recommend to the Stockholder that the Exchange
be
accepted by the Stockholder.
Section
1.12 Valid
Obligation.
This
Agreement and all agreements and other documents executed by SkyAce in
connection herewith constitute the valid and binding obligation of SkyAce,
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.
ARTICLE
II
REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF TRIP TECH
As
an
inducement to, and to obtain the reliance of SkyAce and the Stockholder, except
as set forth in those schedules prepared by Trip Tech which are attached and
made a part hereto (the “Trip
Tech Schedules”),
Trip
Tech represents and warrants, as of the date hereof and as of the Closing Date,
as follows:
Section
2.01 Organization.
Trip
Tech is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Texas 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 Trip Tech Schedules
are
complete and correct copies of the Articles of Incorporation and Bylaws of
Trip
Tech as in effect on the Closing Date (together, the “Trip
Tech 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 Trip
Tech Charter. Trip Tech has taken all action required by law, the Trip Tech
Charter or otherwise to authorize the execution and delivery of this Agreement,
and Trip Tech has full power, authority, and legal right and has taken all
action required by law, the Trip Tech Charter or otherwise to consummate the
transactions herein contemplated.
-8-
Section
2.02 Capitalization.
Trip
Tech’s authorized capitalization consists of (a) One Hundred Million
(100,000,000) shares of Trip Tech Common Stock, of which 30,182,278 shares
were
issued and outstanding immediately preceding the consummation of the Exchange
and (b) Twenty Million (20,000,000) shares of preferred stock designated
(“Preferred
Stock”),
none
of which were issued or outstanding immediately preceding the consummation
of
the Exchange. All issued and outstanding shares of Trip Tech 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.
Trip
Tech 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 Trip Tech Schedules
are (i)
the audited balance sheets of Trip Tech as of February 29, 2008 and the related
audited statements of operations, stockholders’ equity and cash flows for the
year ended February 29, 2008 together with the notes to such statements and
the
opinion of Xxxxxx
& Xxxxxx, PC
(“Xxxxxx”),
independent certified public accountants of Trip Tech with respect
thereto.
(b) Set
forth
in Item
2.04(b) of Trip Tech Schedules
are: (i)
an unaudited balance sheet of Trip Tech at May 31, 2008 and the related
unaudited statements of operations, stockholders’ equity and cash flows for the
three (3) ended May 31, 2008 and all such financial statements have been
reviewed by Xxxxxx.
(c) All
such
financial statements have been prepared in accordance with GAAP consistently
applied throughout the periods involved. The Trip Tech balance sheets are true
and accurate and present fairly as of their respective dates the financial
condition of Trip Tech. As of the date of such balance sheets, except as and
to
the extent reflected or reserved against therein, Trip Tech 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 Trip Tech, 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.
(d) Trip
Tech
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) Trip
Tech
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.
-9-
(f) All
of
Trip Tech’s assets are reflected on its financial statements, and, except as set
forth in the Trip Tech Schedules or the financial statements of Trip Tech or
the
notes thereto, Trip Tech has no material liabilities, direct or indirect,
matured or unmatured, contingent or otherwise.
(g) Trip
Tech
has no liabilities on the Closing Date.
Section
2.05 Information.
The
information concerning Trip Tech set forth in this Agreement and the Trip Tech
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.
Section
2.06 Options
or Warrants.
There
are no existing options, warrants, calls, or commitments of any character
relating to the authorized and unissued stock of Trip Tech.
Section
2.07 Absence
of Certain Changes or Events.
Since
May 31, 2008:
(a) There
has
not been any material adverse change in the business, operations, properties,
assets or condition (financial or otherwise) of Trip Tech;
(b) Trip
Tech
has not (i) amended the Trip Tech Charter, except for that certain Certificate
of Correction filed on August 11, 2008 in order to clarify that the Company
has
One Hundred Million (100,000,000) shares of Common Stock and Twenty Million
(20,000,000) shares of Preferred Stock authorized; (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) Trip
Tech
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.
-10-
Section
2.08 Litigation
and ProceedingsThere
are
no actions, suits, proceedings or investigations pending or threatened by or
against Trip Tech or affecting Trip Tech 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. Trip Tech 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
2.09 Contracts.
Except
as set forth in Item
2.09 of the Trip Tech Schedules:
(a) Trip
Tech
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) Trip
Tech
is not a party to or bound by, and the properties of Trip Tech 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) Trip
Tech
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 Trip Tech.
Section
2.10 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 Trip Tech is a party or to which any of its assets,
properties or operations are subject.
Section
2.11 Compliance
With Laws and Regulations.
To the
best of its knowledge, Trip Tech 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
2.12 Approval
of Agreement.
The
Board of Directors of Trip Tech has authorized the execution and delivery of
this Agreement by Trip Tech and has approved this Agreement and the transactions
contemplated hereby.
Section
2.13 Material
Transactions or Affiliations.
There
exists no contract, agreement or arrangement between Trip Tech 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 Trip
Tech to own beneficially, five percent (5%) or more of the issued and
outstanding common stock of Trip Tech 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 Trip Tech has, or has had since inception of Trip Tech, any
known
interest, direct or indirect, in any such transaction with Trip Tech which
was
material to the business of Trip Tech. Trip Tech 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.
-11-
Section
2.14 Bank
Accounts; Power of Attorney.
Set
forth in Item
2.14 of the Trip Tech 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 Trip Tech within
the
past twelve (12) months, the account numbers thereof, and all persons authorized
to sign or act on behalf of Trip Tech, (b) all safe deposit boxes and other
similar custodial arrangements maintained by Trip Tech 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 Trip Tech or who are
otherwise authorized to act on behalf of Trip Tech with respect to any matter,
other than its officers and directors, and a summary of the terms of such powers
or authorizations.
Section
2.15 Valid
Obligation.
This
Agreement and all agreements and other documents executed by Trip Tech in
connection herewith constitute the valid and binding obligation of Trip Tech,
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
2.16 Filings.
Trip
Tech has timely filed all reports required to be filed by it under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Section
2.17 OTCBB.
Trip
Tech’s Common Stock is traded on the Over-The-Counter Bulletin Board
(“OTCBB”)
and
meets all requirements to be listed on the OTCBB.
Section
2.18 Correspondence
with SEC.
Except
as set forth in Item
2.18 of the Trip Tech Schedules,
Trip
Tech has had no correspondence with the U.S. Securities & Exchange
Commission (the “SEC”)
relating to Trip Tech’s filings with the SEC.
Section
2.19 Xxxxxxxx-Xxxxx
Certifications.
Trip
Tech has made all certifications to the SEC required to date under Sections
302
and 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Section
2.20 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 SkyAce and the
Stockholder 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 the Company’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.
-12-
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 Stockholder, 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 SkyAce
Shares, constituting all of the shares of SkyAce Capital Stock, including voting
power, of SkyAce. In exchange for the transfer of the SkyAce Shares by the
Stockholder, Trip Tech shall issue to the Stockholder a share certificate
representing Seventy-Six Million Nine Hundred Twenty-Five Thousand (76,925,000)
shares of Trip Tech Common Stock (the “Common
Shares”)
and a
share certificate representing One Million (1,000,000) shares of Preferred
Stock
which such Preferred Stock shall automatically convert into Thirty Million
(30,000,000) shares of Common Stock in accordance with the terms of that certain
Certificate of Designation of Series A Preferred Stock in the form of
Exhibit
C
attached
hereto. As a result of the exchange as contemplated herein, the Stockholder
will
beneficially own eighty-two and one quarter percent (82.25%) of the voting
capital stock of Trip Tech on the Closing Date. On the Closing Date, the
Stockholder shall surrender its certificate or certificates representing the
SkyAce Shares to Trip Tech, Trip Tech’s counsel or Trip Tech’s registrar or
transfer agent. Upon consummation of the transaction contemplated herein, all
of
the shares of SkyAce Capital Stock shall be held by Trip Tech. 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 One Hundred Million (100,000,000) shares of Trip Tech Common Stock issued
and
outstanding and One Million (1,000,000) shares of Preferred Stock issued and
outstanding.
Section
3.02 Anti-Dilution.
The
number of shares of Trip Tech Common Stock issuable upon exchange pursuant
to
Section 3.01 herein above shall be appropriately adjusted to take into account
any other stock split, stock dividend, reverse stock split, recapitalization,
or
similar change in the Trip Tech Common Stock which may occur between the date
of
the execution of this Agreement and the Closing Date.
Section
3.03 Closing
Events.
On the
Closing Date, Trip Tech, SkyAce and the Stockholder 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
3.04 Termination.
This
Agreement may be terminated by (a) the Board of Directors of SkyAce only in
the
event that Trip Tech or SkyAce do not meet the conditions precedent set forth
in
Articles V and VI or (b) the Stockholder or the Board of Directors of SkyAce
if
Trip Tech fails to effect the Amendment (as defined in Section 4.08 herein)
within sixty (60) calendar days from the date hereof. 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. In the event that this Agreement is terminated as a
result of Trip Tech’s failure to effect the Amendment as set forth in subsection
(b) herein above, Trip Tech shall be obligated to surrender the SkyAce Shares
to
the Stockholder immediately upon receipt of (i) written notice of the
Stockholder or the Board of Directors of SkyAce demanding such surrender in
the
time and manner provided for in such written notice and (ii) the Common Shares
and the Preferred Stock surrendered by the Stockholder to the
Company.
-13-
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.01 Access
to Properties and Records.
Trip
Tech and SkyAce will each afford to the officers and authorized representatives
of the other full access to the properties, books and records of Trip Tech
or
SkyAce, 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 Trip
Tech or SkyAce, 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.
Section
4.02 Delivery
of Books and Records.
On or
prior to the Closing Date, SkyAce shall deliver to Trip Tech the originals
of
the corporate minute books, books of account, contracts, records, and all other
books or documents of SkyAce now in the possession of SkyAce or its
representatives. Trip Tech shall deliver to SkyAce the originals of the
corporate minute books, books of account, contracts, records, and all other
books or documents of Trip Tech now in the possession of Trip Tech or its
representatives.
Section
4.03 Third
Party Consents and Certificates.
Trip
Tech and SkyAce 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, Mr. Xxxx Xxxxxxxx,
Trip
Tech’s principal stockholder (the
“Principal
Stockholder”)
shall
cancel 7,107,278
shares
of Trip Tech Common Stock held by the Principal Stockholder.
Section
4.05 Designation
of Directors and Officers.
On the
Closing Date, (a) Li
Honglin shall
be
appointed to serve as a director of Trip Tech, effective immediately, (b) Li
Honglin shall be appointed to serve as President of Trip Tech, effective
immediately, (c) Xxx Xxxx shall be appoint to serve as Chief Executive Officer
and Secretary of Trip Tech, effective immediately, (d) Xxxx
Xxx
shall be
appointed to serve as Chief Financial Officer of Trip Tech, effective
immediately, (e) Xxx Xxxx, Xxx Xxxxxxx, Xxxx Xxxx, Xxx Xxxxx, Si Zhaoqing and
Xxxxxxxx Sun shall be appointed to serve as directors of Trip Tech, with Li
Honglin serving as Chairman of the Board, effective immediately, and (f) Mr.
Xxxx Xxxxxxxx shall resign from each of his officer and board positions of
Trip
Tech, effective immediately. . Trip Tech shall draft all necessary instruments
to effect the appointments described in this Section 4.05.
-14-
Section
4.06 Indemnification.
(a) SkyAce
hereby agrees to indemnify Trip Tech and each of the officers, agents and
directors of Trip Tech 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.
(b) Trip
Tech
hereby agrees to indemnify SkyAce and each of the officers, agents, and
directors of SkyAce and the Stockholder 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 Trip Tech Common Stock.
Trip
Tech and SkyAce acknowledge and agree that the consummation of this Agreement
including the issuance of the Trip Tech Common Stock and the Preferred Stock
to
the Stockholder (including, without limitation, those shares of Common Stock
issuable upon conversion of the Preferred Stock) in exchange for the SkyAce
Common Stock as contemplated hereby constitutes the offer and sale of securities
under the Securities Act of 1933, as amended (the “Securities
Act”)
and
applicable state statutes. Trip Tech and SkyAce 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, the Stockholder
shall execute and deliver to Trip Tech the Investment Representation Letter
in
substantially the form of Exhibit
A
attached
hereto.
(b) In
connection with the transactions contemplated by this Agreement, Trip Tech
and
SkyAce 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 Stockholder is 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, SkyAce,
the Stockholder, and Trip Tech 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 SkyAce, the Stockholder or Trip
Tech
and their respective counsel may reasonably request in connection with reliance
on exemptions from registration under such securities laws.
-15-
(d) The
Stockholder acknowledges 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.
Section
4.08 Increase
of Authorized Trip Tech Common Stock.
Trip
Tech hereby agrees to take all such actions required to be taken in order to
amend its Articles of Incorporation to sufficiently increase the number of
authorized shares of Trip Tech Common Stock, including, without limitation,
obtaining the requisite stockholder and board approval in accordance with the
Texas Business Corporation Act (the “Amendment”).
Trip
Tech agrees to use its best efforts to effect the Amendment within thirty (30)
business days from the date hereof.
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF TRIP TECH
The
obligations of Trip Tech 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 SkyAce and the Stockholder 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).
SkyAce shall have performed or complied with all covenants and conditions
required by this Agreement to be performed or complied with by SkyAce prior
to
or on the Closing Date. Trip Tech shall be furnished with a certificate, signed
by a duly authorized executive officer of SkyAce and dated the Closing Date,
to
the foregoing effect.
Section
5.02 Officer’s
Certificate.
Trip
Tech shall have been furnished with a certificate dated the Closing Date and
signed by a duly authorized officer of SkyAce to the effect that no litigation,
proceeding, investigation, or inquiry is pending, or to the best knowledge
of
SkyAce 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 SkyAce Schedules, by or against SkyAce, which might
result in any material adverse change in any of the assets, properties,
business, or operations of SkyAce.
Section
5.03 Good
Standing.
Trip
Tech shall have received a certificate of good standing from the Registrar
of
Companies in the British Virgin Islands, dated as of a date within five (5)
business days prior to the Closing Date certifying that SkyAce is in good
standing as a limited company in the British Virgin Islands.
Section
5.04 Approval
by Stockholder.
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 SkyAce Capital Stock, including voting power, of SkyAce, unless
a
lesser number is agreed to by Trip Tech.
-16-
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 SkyAce after the Closing
Date on the basis as presently operated shall have been obtained.
Section
5.07 Other
Items.
(a) Trip
Tech
shall have received a list containing the names, addresses, and number of shares
held by each holder of capital stock in SkyAce as of the Closing Date, certified
by an executive officer of SkyAce as being true, complete and accurate;
and
(b) Trip
Tech
shall have received such further opinions, documents, certificates or
instruments relating to the transactions contemplated hereby as Trip Tech may
reasonably request.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF SKYACE
AND
THE STOCKHOLDER
The
obligations of SkyAce and the Stockholder 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 Trip Tech 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. Trip
Tech shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by Trip Tech. Prior
to or on the Closing Date, Trip Tech shall furnish to SkyAce a certificate
signed by a duly authorized officer of Trip Tech and dated the Closing Date,
to
the foregoing effect.
Section
6.02 Officer’s
Certificate.
SkyAce
shall have been furnished with certificates dated the Closing Date and signed
by
duly authorized executive officers of Trip Tech, to the effect that no
litigation, proceeding, investigation or inquiry is pending, or to the best
knowledge of Trip Tech 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 Trip Tech Schedules, by or against Trip
Tech,
which might result in any material adverse change in any of the assets,
properties or operations of Trip Tech.
Section
6.03 Good
Standing.
SkyAce
shall have received a certificate of good standing from the Secretary of State
of Texas or other appropriate office, dated as of a date within five (5)
business days prior to the Closing Date certifying that Trip Tech is in good
standing as a corporation in the State of Delaware and has filed all tax returns
required to have been filed by it to date and has paid all taxes reported as
due
thereon.
-17-
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 Trip Tech after the
Closing Date on the basis as presently operated shall have been
obtained.
Section
6.06 Legal
Opinion. SkyAce
shall have been furnished with a legal opinion from Trip Tech’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 Trip Tech Common Stock, and all shares of Trip Tech Common
Stock which are being issued to the Stockholder 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 Certificate
of Designation.
Trip
Tech
shall have filed with the Secretary of State of the State of Texas the
Certificate of Designations of Series A Preferred Stock in the form of
Exhibit
C
hereto.
Section
6.08 Other
Items.
SkyAce
shall have received further opinions, documents, certificates, or instruments
relating to the transactions contemplated hereby as SkyAce may reasonably
request.
ARTICLE
VII
MISCELLANEOUS
Section
7.01 Brokers.
Trip
Tech and SkyAce 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. Trip Tech and SkyAce 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.
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 Delaware. Venue for all matters
shall be in Miami, Florida, without giving effect to principles of conflicts
of
law thereunder. Each of the parties (a) 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. 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.
-18-
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:
|
If
to SkyAce, to:
|
SkyAce
Group Limited
|
|
|
000
Xxxxxxxxx Xxxx
|
||
|
Xxxxxxxx
Xxxxxxxx 000000
|
||
|
Dalian,
China
|
||
|
Attention:
Li Honglin
|
||
|
Telephone:
00-000-00000000
|
||
|
Facsimile:
00-000-00000000
|
||
|
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 Stockholder, to:
|
Pioneer
Creation Holdings Limited
|
|
|
000
Xxxxxxxxx Xxxx
|
||
|
Xxxxxxxx
Xxxxxxxx 000000
|
||
|
Dalian,
China
|
||
|
Attention:
Li Honglin
|
||
|
Telephone:
00-000-00000000
|
||
|
Facsimile:
00-000-00000000
|
||
|
If
to Trip Tech, to:
|
Trip
Tech, Inc.
|
|
|
00000
Xxxxx Xxxx
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||
|
Xxxxx
000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
||
|
Attention:
Xxxx Xxxxxxxx
|
||
|
Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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With
copies to:
|
Xxxxxx
& Xxxxxx, LLP
|
|
|
000
Xxxxx 0 Xxxxx, Xxxxx 000
|
||
|
Xxxxxxxxx,
XX 00000
|
||
|
Attention:
Xxxxx X. Xxxxxx, Esq.
|
||
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
|
-19-
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
trade, 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 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.
Section
7.08 Recitals.
The
above
recitals are true and correct and are incorporated herein, in their entirety,
by
this reference.
Section
7.09 Third
Party Beneficiaries.
This
contract is strictly between Trip Tech, the Stockholder and SkyAce, and, except
as specifically provided, no director, officer, stockholder (other than the
Stockholder), employee, agent, independent contractor or any other person or
entity shall be deemed to be a third party beneficiary of this
Agreement.
-20-
Section
7.10 Expenses.
Subject
to Section 7.04 above, whether or not the Exchange is consummated, each of
Trip
Tech, the Stockholder and SkyAce will bear their 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, Trip Tech will not be responsible for
the
legal, accounting and other professional fees incurred by Trip Tech prior to
the
Closing Date.
Section
7.11 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
7.12 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
7.13 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
7.14 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
7.15 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.
[Signature
Page To Follow]
-21-
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.
| TRIP TECH, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxx | |
|
Name: Xxxx Xxxxxxxx |
||
|
Title:
Sole Officer and Sole Director
|
||
| SKYACE GROUP LIMITED | ||
| |
|
|
| By: | /s/ Li Honglin | |
|
Name: Li Honglin |
||
| Title: Director | ||
-22-
The
undersigned Stockholder of SkyAce hereby agrees to participate in the Exchange
on the terms set forth above. Subject to Section 7.11 above, the undersigned
hereby represents and affirms that it has read each of the representations
and
warranties of SkyAce set out in Article I hereof and that, to the best of its
knowledge, all of such representations and warranties are true and
correct.
| PIONEER CREATION HOLDINGS LIMITED | ||
| |
|
|
| By: | /s/ Li Honglin | |
|
Name: Li Honglin |
||
| Title: Director | ||
-23-
SKYACE
SCHEDULES
|
Item
1.01
|
Memorandum
and Articles of Association of SkyAce Holdings
Limited
|
|
|
Please
see Annex A attached hereto.
|
||
|
Certificate
of Incorporation of SkyAce Holdings Limited
|
||
|
Please
see Annex B attached hereto.
|
||
|
Item
1.04(a)
|
Audited
Financial Statements of SkyAce for the fiscal year ended December
31,
2007
|
|
|
Please
see Annex C attached hereto.
|
||
|
Item
1.04(b)
|
Unaudited
Financial Statements of SkyAce for the period ended March 31,
2008
|
|
|
Please
see Annex D attached hereto.
|
||
|
Material
Contacts
|
||
|
Please
see Annex E attached
hereto.
|
-24-
TRIP
TECH SCHEDULES
|
Item
2.01
|
Articles
of Incorporation (as amended) and Bylaws
|
|
|
Please
see Annex
F
and Annex
G
attached hereto.
|
||
|
Item
2.04(a)
|
Audited
Financial Statements of Trip Tech for the fiscal year ended
February 29, 2008
|
|
|
Please
see Annex
H
attached hereto.
|
||
|
Item
2.04(b)
|
Unaudited
Consolidated Financial Statements of Trip Tech for the
period ended May 31, 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. |
-25-
EXHIBIT
A
FORM
OF INVESTMENT LETTER
The
Board
of Directors of Trip Tech, Inc.
Re: Purchase
of Shares of Common Stock and Preferred Stock of Trip Tech, Inc.
Gentlemen:
In
connection with the acquisition by the undersigned of Seventy-Six Million Nine
Hundred Twenty-Five Thousand (76,925,000) shares of common stock of Trip Tech,
Inc., par value $0.001 per share and One Million (1,000,000) shares of preferred
stock of Trip Tech, Inc., par value $0.001 per share which shall automatically
convert into Thirty Million (30,000,000) shares of common stock (collectively,
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
Trip
Tech, 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: _________________ | |||
|
Li Honglin for and on behalf of
Pioneer
Creation Holdings Limited
|
|||
A-2
EXHIBIT
B
[FORM
OF LEGAL OPINION]
EXHIBIT
C
[FORM
OF CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK]
ANNEX
A
[MEMORANDUM
AND ARTICLES OF ASSOCIATION OF SKYACE GROUP LIMITED]
ANNEX
B
[CERTIFICATE
OF INCORPORATION OF SKYACE GROUP LIMITED]
ANNEX
C
[AUDITED
FINANCIAL STATEMENTS OF SKYACE FOR THE FISCAL YEAR ENDED DECEMBER 31,
2007]
ANNEX
D
[UNAUDITED
FINANCIAL STATEMENTS OF SKYACE FOR THE PERIOD ENDED MARCH 31,
2008]
ANNEX
E
[LIST
OF MATERIAL CONTRACTS OF SKYACE GROUP LIMITED]
ANNEX
F
[ARTICLES
OF INCORPORATION OF TRIP TECH]
ANNEX
G
[BYLAWS
OF TRIP TECH]
ANNEX
H
[AUDITED
FINANCIAL STATEMENTS OF TRIP TECH FOR THE FISCAL YEAR ENDED FEBRUARY 29,
2008]
ANNEX
I
[UNAUDITED
FINANCIAL STATEMENTS OF TRIP TECH FOR THE PERIOD ENDED MAY 31,
2008]
ANNEX
J
[TRIP
TECH CORRESPONDENCE WITH THE SEC]
B-1
EXHIBIT
C
FORM
OF CERTIFICATE OF CORPORATE RESOLUTIONS
DESIGNATING
SERIES
A PREFERRED STOCK
OF
TRIP
TECH, INC.,
A
TEXAS CORPORATION
Trip
Tech, Inc., a Texas corporation (the “Corporation”),
hereby certifies that the following resolution was duly adopted by the Board
of
Directors of the Corporation (the “Board”)
on
August __, 2008, as required by Section 21.155 of the Texas Business
Organizations Code:
WHEREAS,
the
Board
desires to approve the designation of Series A convertible preferred stock,
having a par value of $0.001 per share (the “Series
A Preferred Stock”),
to
consist of up to One Million (1,000,000) shares, and fix the powers,
designations, preferences, and relative, participating, optional and other
special rights of the shares of such Series A Preferred Stock; it is
hereby
RESOLVED,
that
pursuant to the authority granted to the Board in accordance with the provisions
of the Corporation’s Certificate of Formation, the Board hereby designates and
fixes the powers, designations, preferences, and relative, participating,
optional and other special rights of the shares of Series A Preferred Stock
as
follows:
Series
A Preferred Stock:
Section
1. Designation
and Amount:
The
shares of such series shall be designated as “Series A Preferred Stock” having a
par value of $0.001 per share and the number of shares constituting the Series
A
Preferred Stock is and shall be One Million (1,000,000) shares.
Section
2. Voting
Rights:
Except
as
otherwise required by law, the holder of Series A Preferred Stock, on an
“as
converted” basis as of the time a vote is taken, and the holders of Common Stock
shall vote together and not as separate classes. The holder of Series A
Preferred Stock shall be entitled to vote on all matters on which the Common
Stock shall be entitled to vote and shall be entitled to notice of any
stockholders’ meeting in accordance with the Bylaws of the
Corporation.
Section
3. Right
to Convert:
At
any
time on or after the date that the Corporation increases the amount of
authorized Common Stock to such number that is equal to or greater than One
Hundred Thirty Million (130,000,000), the holder of Series A Preferred Stock
shall have the option of converting all of its One Million (1,000,000) shares
of
Series A Preferred Stock into Thirty Million (30,000,000) shares of Common
Stock
(the "Conversion").
In
the event of a liquidation, dissolution or winding up of the Corporation,
these
Conversion rights shall terminate at the close of business on the last full
day
preceding the date fixed for the payment of any such amounts distributable
on
such event to the holders of Series A Preferred Stock.
Section
4. Liquidation,
Dissolution or Winding Up:
Upon
any
liquidation, dissolution or winding up of the Corporation, no distribution
shall
be made (1) to the holders of the shares of stock ranking junior (either
as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal
to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holder of the shares of Series
A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment herein set forth, equal to ten (10)
times the aggregate to be distributed per share to the holders of shares
of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the
Series A Preferred Stock, except distributions made ratably on the Series
A
Preferred Stock and all such parity stock in the proportion to the total
amount
to which the holders of all such shares are entitled upon liquidation,
dissolution or winding up.
Section
5. Consolidation,
Merger, etc.:
In
case
the Corporation shall enter into any consolidation, merger, combination or
other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash, and/or any other property, then in
such
case each share of Series A Preferred Stock shall at the same time be similarly
exchanged into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities and/or other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged..
Section
6. No
Redemption:
The
shares of Series A Preferred Stock shall not be redeemable.
Section
7. Rank:
The
Series A Preferred Stock shall rank, with respect to the payment of dividends
and the distribution of assets, senior to all series of any other class of
the
Corporation’s preferred and Common Stock.
Section
8. Amendment:
The
Corporation’s Certificate of Formation shall not be amended in any manner which
would materially alter or change the powers, preferences or special rights
of
the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least two-thirds of the outstanding
shares
of Series A Preferred Stock, voting together as a single class.
IN
WITNESS WHEREOF,
this
Certificate is executed on behalf of the Corporation by its Chairman of the
Board this __th
day of
August, 2008.
ANNEX
E
MATERIAL
CONTRACTS OF SKYACE
I.
SERVICE
AGREEMENTS AND RELATED TRANSACTION DOCUMENTS
1.
Exclusive
Technology Consultation Service Agreement, dated March 31, 2008, by and among
Beijing Huate Xingye Keji Co. Ltd. and Xxxxxxx International
2.
Exclusive
Technology Consultation Service Agreement, dated March 31, 2008, by and among
Beijing Huate Xingye Keji Co. Ltd. and Xxxxxxx Logistics
3.
Exclusive
Technology Consultation Service Agreement, dated March 31, 2008, by and among
Beijing Huate Xingye Keji Co. Ltd. and Shipping Online
4.
Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis
Development Limited, Dalian Xxxxxxx International Shipping Agency Co., Ltd.
and
Dalian Xxxxxxx Group Co., Ltd.
5. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis
Development Limited, Dalian Xxxxxxx International Shipping Agency Co., Ltd.
and
Dalian Weihang Logistic Agent Co., Ltd.
6. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis
Development Limited, Dalian Xxxxxxx International Shipping Agency Co., Ltd.
and
Dalian Xxxxxxx Shipping Co., Ltd.
7. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis
Development Limited, Dalian Xxxxxxx International Logistics Co., Ltd. and Dalian
Xxxxxxx Group Co., Ltd.
8. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis
Development Limited, Dalian Xxxxxxx International Logistics Co., Ltd. and Dalian
Xxxxxxx Shipping Co., Ltd.
9. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and between Wallis
Development Limited, Dalian Xxxxxxx International Logistics Co., Ltd. and Dalian
Xxxxxxx International Shipping Agency Co., Ltd.
10. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis
Development Limited, Dalian Shipping Online Network Co., Ltd. and Li Honglin
11. Exclusive
Equity Interest Purchase Agreement, dated March 31, 2008, by and among Wallis
Development Limited, Dalian Shipping Online Network Co., Ltd. and Xxx
Xxxx
12. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Dalian Xxxxxxx Group Co.
13. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Dalian Xxxxxxx Shipping Co., Ltd.
14. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Dalian Weihang Logistic Agent Co., Ltd.
15. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Dalian Xxxxxxx International Logistics Co.,
Ltd.
16. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing
Huate Xingye Keji Co. Ltd. and
Dalian Xxxxxxx Group Co.
17. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Xxxxxxx Shipping Co., Ltd.
18. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Li Honglin
19. Equity
Interest Pledge Agreement, dated March 31, 2008, by and between Beijing Huate
Xingye Keji Co. Ltd. and Xxx Xxxx
20. Powers
of
Attorney, dated March 31, 2008, executed by Dalian Xxxxxxx Group Co., Ltd.,
Dalian Xxxxxxx Shipping Co., Ltd. and Dalian Weihang Logistic Agent Co., Ltd.
in
favor of Beijing Huate Xingye Keji Co. Ltd. For Dalian Xxxxxxx International
Shipping Agency Co., Ltd.
21. Powers
of
Attorney, dated March 31, 2008, executed by Dalian Xxxxxxx Group Co., Ltd.,
Dalian Xxxxxxx Shipping Co., Ltd. and Dalian Xxxxxxx International Shipping
Agency Co., Ltd. in favor of Beijing Huate Xingye Keji Co. Ltd. for Dalian
Xxxxxxx International Logistics Co., Ltd.
22. Powers
of
Attorney, dated March 31, 2008, executed by Li Honglin and Xxx Xxxx in favor
of
Beijing Huate Xingye Keji Co. Ltd. and Dalian Shipping Online Network Co.,
Ltd.
-2-
II.
LOAN
AGREEMENTS:
|
Borrower
|
Lender
|
Amount
|
Term
|
Commencement
|
Expiration
Date
|
Interest
|
Payment
Period
|
||||||||
|
Treasury
Way Shipping Co., Ltd
|
Dialease
Maritime S.A.
|
$ |
4,200,000.00
|
6
Years
|
21-Jul-06
|
20-Jul-12
|
1.75%+libor
|
Monthly
|
|||||||
|
Xxxxxxx
dalian Shipping S.A.
|
Dialease
Maritime S.A.
|
$ |
12,670,000.00
|
6
Years
|
01-Aug-05
|
31-Jul-11
|
1.75%+libor
|
Monthly
|
|||||||
|
Xxxxxxx
Shipping Co., Ltd.
|
Nanyang
Commercial Bank
|
$ |
1,000,000.00
|
1
Year
|
18-Dec-07
|
19-Dec-08
|
2.5%+Libor
|
Every
3 Month
|
|||||||
III. LEASE
AGREMENTS:
|
Lessee
|
Lessor
|
Amount
(US$)
|
Term
|
Commencement
|
Expiration
|
Rate
(US$/Day)
|
Payment
Period
|
||||||||
|
Xxxxxxx
Shipping Co., Ltd.
|
Win
Grace Shipping Co. Ltd.
|
$ |
4,202,100.00
|
5
Years
|
13-Nov-03
|
13-Nov-08
|
2,300
|
Monthly
|
|||||||
|
Xxxxxxx
Shipping Co., Ltd.
|
Win
Moony Shipping Co. Ltd.
|
$ |
4,202,100.00
|
5
Years
|
08-Dec-03
|
08-Dec-08
|
2,300
|
Monthly
|
|||||||
-3-
