EXCHANGE AGREEMENT ("AGREEMENT")
-1-
EXHIBIT 4(b) 8
EXCHANGE AGREEMENT ("AGREEMENT")
THIS AGREEMENT is made as of this 1 day of April 2004 by and between:
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC., a company incorporated in Cayman Islands and whose registered office is at The Huntlaw Building, Fort Street, ▇▇▇▇▇▇ Town, P.O. Box 1350 GT, Grand Cayman, Cayman Islands (hereinafter referred to as "CWN Inc") |
|
|
and |
|
|
MARRICK INVESTMENTS LIMITED, a direct wholly owned subsidiary of IT Star Ltd, with registered office at ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("hereafter referred to as "Marrick") |
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES as follows:
|
(A) |
Marrick and CWN Inc., as the remaining shareholders of Technology City Holdings Ltd., a company incorporated in the British Virgin Islands and whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (hereafter referred to as "TCH"), agrees to restructure remaining assets of TCH into CWN Inc's subsidiary ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Hong Kong) Limited. |
|
The assets of TCH will be transferred including cash in the amount of HK$540,000 and website software & equipment with a Net Book Value of HK$185,810.54 at Dec 2003, as listed in Schedule A, to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Hong Kong) Ltd. |
|
|
(B) |
In consideration for the above, CWN Inc. agrees to issue shares in CWN Inc. in the amount of 200,000 shares at the par value of US $0.001 per share, with one vote for each share, to Marrick, or its nominated entity. Marrick will nominate its sister company, Datacom Venture Limited, with registered address at Pasea Estate, Road Town, Tortola, British Virgin Islands, to hold shares. Therefore, CWN Inc. will transfer shares to Datacom Venture Limited. |
|
(C) |
The date of transfer assets and shares mentioned in (A) and (B) shall be April 15th, 2004. |
|
(D) |
This Agreement shall be governed by and construed and enforced in accordance with the Laws of Canada. |
|
(E) |
Any dispute, controversy or claim arising out of or in relation to this Agreement or the breach, termination or invalidity thereof, if the same cannot be settled amicably among the Parties concerned, shall be settled by binding arbitration in accordance with the Laws of Canada. |
IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
SIGNED by ▇▇▇ ▇▇▇ for and on behalf of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
|
/s/ ▇▇▇ ▇▇▇ |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
||
|
Signature |
Witness: ▇▇▇▇▇ ▇▇▇▇ |
SIGNED by ▇▇▇▇▇▇▇ ▇▇▇▇▇ for and on behalf of Marrick Investments Ltd.
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
/s/ ▇▇▇▇ ▇▇▇ |
||
|
Signature |
Witness: ▇▇▇▇ ▇▇▇ |
-2-
SCHEDULE A
|
LIST OF FIXED ASSET REGISTER - WEBSITE SOFTWARE DEC 2003 |
|||||||
|
Date of Pur |
DESCRIPTION |
Cost |
YTD Acc. Dep'n |
N.B.V |
Useful Life |
Up to 2003 |
Status |
|
HK$ |
HK$ |
HK$ |
|||||
|
29-Dec-1999 |
Daystock homepage design |
35,000 |
28,000 |
7,000 |
60 |
48 |
Dormant |
|
7-Apr-2000 |
Website conversion |
95,000 |
71,250 |
23,750 |
60 |
45 |
Dormant |
|
7-Aug-2000 |
1st PhaseWeb-Site development-Daystock |
107,800 |
73,663 |
34,137 |
60 |
41 |
Dormant |
|
28-Sep-2000 |
2nd PhaseWeb-Site development-Daystock |
100,000 |
66,667 |
33,333 |
60 |
40 |
Dormant |
|
31-Oct-2000 |
Moneyq WAP site development |
5,000 |
3,250 |
1,750 |
60 |
39 |
Dormant |
|
7-Dec-2000 |
3rd PhaseWeb-Site development-Daystock |
100,000 |
61,667 |
38,333 |
60 |
37 |
Dormant |
|
7-Dec-2000 |
Membership programm design |
38,000 |
23,433 |
14,567 |
60 |
37 |
Dormant |
|
60 |
|||||||
|
480,800 |
327,930 |
152,870 |
|||||
|
LIST OF FIXED ASSET REGISTER - EQUIPMENT DEC 2003 |
|||||||
|
Date of Pur. |
Description |
Cost |
YTD Acc. Dep'n |
N.B.V |
Useful Life |
Up to 2003 Workings |
Location |
|
HK$ |
HK$ |
HK$ |
|||||
|
15-Dec-1999 |
Compaq Proliant 800 PIII (server) |
26,580 |
21,264 |
5,316 |
60 |
48 |
Cyberport |
|
15-Dec-1999 |
Compaq Proliant 800 PIII (server) |
31,500 |
25,200 |
6,300 |
60 |
48 |
Cyberport |
|
3-Mar-2000 |
Kodak Digital Camera |
4,780 |
3,665 |
1,115 |
60 |
46 |
Wah Kit 16/F |
|
17-May-2000 |
Celeron 500 Computer |
8,950 |
6,414 |
2,536 |
60 |
43 |
Wah Kit 8/F |
|
17-May-2000 |
Celeron 500 Computer |
8,950 |
6,414 |
2,536 |
60 |
43 |
Wah Kit 8/F |
|
30-Jun-2000 |
Eagle Tee Chinese Pocket PC |
4,900 |
3,430 |
1,470 |
60 |
42 |
Wah Kit 16/F |
|
28-Sep-2000 |
PIII 733Mhz Computer (server) |
24,756 |
16,091 |
8,665 |
60 |
39 |
Cyberport |
|
30-Sep-2000 |
Sony MD Walkman |
2,289 |
1,488 |
801 |
60 |
39 |
Wah Kit 16/F |
|
13-Jan-2002 |
Sharp F0785 fax machine |
1,▇▇▇ |
▇▇▇ |
▇▇▇ |
▇▇ |
▇▇ |
Wah Kit 16/F |
|
114,285 |
81,344 |
32,941 |
|||||
|
***Depreciation has been calculated at the rate of 20% per annum on a straight line method |
|||||||