ENGLISH TRANSLATION OF ASSIGNMENT AGREEMENT
ASSIGNMENT
AGREEMENT, dated as of November 19, 2008 (this “Agreement”), by and between
Wonder Auto Limited, a British Virgin Islands corporation (“Assignor”) Golden
Stone Capital Limited, a British Virgin Islands corporation (“Assignee”), Money
Victory Limited, a British Virgin Island corporation (“Money Victory”) and Xxx
Xxx, the majority owner of Money Victory. Capitalized terms used, but not
otherwise defined, herein have the meanings ascribed to them in the Stock
Purchase Agreement (as defined below).
BACKGROUND
Assignor
is a party to that certain Stock Purchase Agreement, dated as of April 9, 2008
(the “Stock Purchase Agreement”), by and among Assignor, Money Victory, and Xxx
Xxx. Assignor desires to assign all of its rights, obligations and duties under
the Stock Purchase Agreement to Assignee and Assignee desires to assume all
of
such rights, obligations and duties.
TERMS
AND
CONDITIONS
NOW,
THEREFORE, in consideration of the premises and of other good and valuable
consideration, Assignor and Assignee hereby agree as follows:
1.
Assignment of Rights: Assignor hereby assigns, transfers and conveys to Assignee
and Assignee hereby accepts such assignment of Assignor’s right, title and
interest in, to and under the Stock Purchase Agreement. The total consideration
for such assignment of rights is $5,900,000. Assignee shall wire such amount
to
Assignor’s designated bank account within 110 business days after the signing of
this Agreement. Assignor shall transfer its shares of Money Victory to Assignee
within 30 business days after its receipt of $5,900,000.
2.
Assumption: Assignee hereby agrees to perform and discharge all of the
obligations of Assignor under the Stock Purchase Agreement and Assignee hereby
assumes such obligations of Assignor under and with respect to Stock Transfer
Agreement as if Assignee had entered into the Stock Purchase Agreement directly
with Money Victory and Xxx Xxx.
3.
Assignee’s Acknowledgment: Assignee hereby acknowledges that Assignee has read
the Stock Purchase Agreement and has received an original or an exact copy
of
the Stock Purchase Agreement.
4.
Consent of Money Victory and Xxx Xxx: Each of Money Victory and Xxx Xxx hereby
consent and agree to the assignment and assumption of the Stock Purchase
Agreement as provided for herein.
5.
Each
of Assignor and Assignee hereby represents that, at the time of this Agreement,
it does not have any material non-public information about Money Victory or
Golden Elephant Glass Technology, Inc, a Nevada company and whose common stock
is traded on the Over-the-Counter Bulletin Board.
6.
Each
of Assignor and Assignee hereby represents that, at the time of this Agreement,
it is not aware of any facts that would cause the transaction contemplated
by
this Agreement in violation of the applicable U.S. securities laws.
7.
Authority and Enforceability. Assignee hereby represents that it has all
requisite power and authority to enter into and perform its obligations under
this Agreement and to carry out the transactions contemplated hereby. When
executed and delivered, this Agreement and the Stock Purchase Agreement will
be
enforceable against Assignee in accordance with their terms.
8.
Miscellaneous: This Agreement may be executed in two or more counterparts,
each
of which shall be deemed an original, and all of which when taken together
shall
constitute a single document.
This
Agreement shall become effective upon the execution by all the parties hereto.
Once the Agreement is effective, the Assignee shall have all the rights and
interests contemplated in the Agreement.
Assignor:
Wonder
Auto Limited
By:
/s/
Xxxxxxx Xxxx
Name:
Xxxxxxx Xxxx
Title:
CEO
Assignee:
Golden
Stone Capital Limited
By:
/s/
Xxxxxxx Xx
Name:
Xxxxxxx Xx
Money
Victory:
Money
Victory Limited
By:
/s/
Xxx Xxx
Name:
Xxx
Xxx
/s/ Lin
Xxx
Xxx
Tan