Stock Transfer agreement
EXHIBIT
4.3
Parties
Golden
Group Corporation (Shenzhen) Limited
Apex
Wealth Enterprise Ltd. (“Apex”)
Shenzhen
Yuanda Weishi Technology Ltd. (“Yuanda”)
Xxxxxxx
Xxxxx and Xxxx Xx
Background
Golden
Group Corporation (Shenzhen) Limited (“Golden”), which is a wholly owned
subsidiary of Apex Wealth Enterprise Ltd. (“Apex”), on behalf of Apex, will
acquire the stock of Shenzhen Yuanda Weishi Technology Ltd. (“Yuanda”),
including stock of Bantian factory owned by Yuanda’s shareholders, to expand its
security and surveillance system business.
Yuanda
has registered capital of RMB 500,000 and has a net asset of no less than RMB
1,000,000 at the time this agreement becomes effective.
Transfer
of Stock
2.1
Golden hereby acquires all of the issued and common stock of Yuanda, including
stocks of Bantian Factory owned by Xxxxxxx Xxxxx and Xxxx Xx, for RMB 1,000,000
and Two Hundred Thousand (200,000) shares of Common Stock of Apex. After the
consummation of the transaction, the net asset of Yuanda should not be less
than
RMB 1,000,000.
2.2
Golden agrees to grant to Xx. Xxxxx 100,000 shares of Apex’s stock on condition
that Xx. Xxxxx’x two year business plan is approved by the Golden and his work
performance is satisfactory.
2.3
Payment and Delivery of Common Stock
The
payment and the delivery of the stock is schedule as follows:
(1)
On
the date of the execution of the agreement, Golden shall pay RMB 300,000 to
Yuanda,
(2)
On
the date of official transfer of Yuanda’s stock to Golden (“Transfer Date”),
Golden shall pay approximately RMB 200,000 to Yuanda Weishi.
(3)
Within 35 days following the Transfer Date, Golden shall pay approximately
RMB
500,000 and delivered the agreed upon 200,000 shares of Common Stock of Apex
to
Yuanda. Golden hereby agrees to grant 12,500 shares of Apex’s common stock to
Yuanda seasonably on the condition that Xxxxxxx Xxxxx realizes profits projected
in the business plan, which was approved by both Yuanda and Golden.
2.4
Yuanda guarantees to fulfill the obligations under 2.1 within 10 days after
the
execution of the agreement.
Representations
and Warranties of Golden
3.1
Golden’s warrants that the transfer of Apex’s shares to Yuanda is valid. Golden
has full power and authority to enter into this agreement.
3.2.
Golden agrees to fulfill its obligations under 2.2 and 2.3.
3.3.
Golden represents and warrants that Yuanda can transfer part of Apex’s shares
after 1 year of holding subject to SEC’s regulations, and that Yuanda can freely
transfer Apex’s shares on the stock market after two years of holding subject to
SEC’s regulations.
3.4
Golden is a corporation duly organized, validly existing, and in good standing
under the laws of the People’s Republic of China. The execution of the agreement
and the transfer of the stock have been duly authorized by all requisite
corporate action.
Representations
and Warranties of Yuanda and Xxxxxxx Xxxxx and Xxxx Xx
4.
1
Yuanda represents and warrants that its shares to be transferred to Golden
are
valid and free of any liability or encumbrance. Yuanda also warrants that,
except as having been disclosed to and confirmed by Golden, it does not has
any
material liabilities or contingent material liabilities. Both party warranted
that the execution of the agreement and the transfer of the stock have been
duly
authorized by all requisite corporate action.
4.2
Golden agrees to retain Xxxxxxx Xxxxx as an officer of Golden and he is
responsible for carrying on the business originally conducted by Yuanda. Golden
agrees to grant to Xx. Xxxxx 100,000 shares of Apex’s stock, subject to certain
conditions based on Xx. Xxxxx’x work performance. From November 1, 2005 to
October 30,2007, the profits realized by Xx. Xxxxx’x management shall not be
less than RMB 1.25 million per business season, or XXX 00 million in
total.
4.3
Yuanda is a corporation duly organized, validly existing, and in good standing
under the laws of the People’s Republic of China. The execution of the agreement
and the transfer of the stock have been duly authorized by all requisite
corporate action. Xxxxxxx Xxxxx and Xxxx Xx agree to assume all the debt and
financial obligations of Yuanda existing at the time of the execution of the
agreement.
4.4
Within 5 years after the commencement of his employment, Xx. Xxxxx agrees not
to
resign without good cause and not to engage in any business substantially
related to the field of technology security.
Remedies
and Dispute Resolution
5.1
The
agreement set forth certain provisions of liquidated damage if material breach
occurs on the part of Golden.
5.2
The
agreement set forth certain provisions of liquidated damage if material breach
occurs on the part of Yuanda.
5.3
If
Yuanda breaches the obligations set forth in 4.3, former shareholders of Yuanda
are solely responsible for all the debts and financial obligations not disclosed
to Golden, which has the right to terminate the agreement and demand damages
incurred therein from Yuanda.
Dispute
Resolution
The
parties agree to submit the matter to China International Economic and Trade
Arbitration Commission (Shenzhen), or CIETA (Shenzhen). Any dispute shall be
arbitrated under CIETA rules. The decision of CIETA (Shenzhen) is final and
conclusive.
Jointly
and Severally Liability
Apex,
as
the parent company of Golden, agrees to be jointly and severally liable for
the
performance of obligations by Golden. Xxxxxxx Xxxxx and Xxxx Xx, as former
shareholders of Yuanda, agree to be jointly and severally liable for the
performance of obligations by Yuanda .
Effectiveness
The
agreement will become effective after the results of subsequent appraisal and
examination are approved by the Board of Directors of each party.
Integration
Clause
This
agreement constitutes the entire contract among the parties with respect the
subject matter hereof, superseding all prior discussions and
communications.
Golden
Group Corporation (Shenzhen) Limited
Date:
October 25, 2005
/s/
Guoshen Tu
Apex
Wealth Enterprise Ltd.
Date:
October 25, 2005
/s/
Guoshen Tu
Shenzhen
Yuanda Weishi Technology Ltd.
Date:
October 25, 2005
/s/
Xxxxxxx Xxxxx
Shareholders
of Shenzhen Yuanda Weishi Technology Ltd.
Date:
October 25, 2005
/s/
Guoshen Tu
/s/
Xxxx Xx