PLAN OF EXCHANGE BY WHICH ABC REALTY CO. (a North Carolina corporation) SHALL ACQUIRE Harbin Zhong He Li Da Ke Ji Jiao Yu You Xian Gong Si (a corporation organized under the laws of the Peoples’ republic of China)
Exhibit
99.1
BY
WHICH
ABC
REALTY CO.
(a
North Carolina corporation)
SHALL
ACQUIRE
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇ Da Ke ▇▇ ▇▇▇▇ Yu You ▇▇▇▇ ▇▇▇▇ Si
(a
corporation organized under the laws of the Peoples’ republic of
China)
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I.
RECITALS |
1 | |
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1.
The Parties to this Agreement: |
1 | |
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(1.1)
ABC Realty Co. |
1 | |
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(1.2)
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ Da Ke ▇▇ ▇▇▇▇ Yu You ▇▇▇▇ ▇▇▇▇ Si |
1 | |
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(1.3)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
1
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2.
Capital of the Parties: |
1 | |
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(2.1)
The Capital of ▇▇▇▇ |
1 | |
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(2.2)
The Capital of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ Da Ke ▇▇ ▇▇▇▇ Yu You ▇▇▇▇ ▇▇▇▇ Si
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1 | |
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3.
Transaction Descriptive Summary: |
1 | |
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4.
SEC compliance. |
2 | |
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5.
North Carolina compliance. |
2 | |
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6.
Audited Financial Statements. |
2 | |
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II.
PLAN OF EXCHANGE |
3 | |
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1.
Conditions Precedent to Closing. |
3 | |
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(1.1)
Shareholder Approval. |
3 | |
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(1.2)
Board of Directors. |
3 | |
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(1.3)
Due Diligence Investigation. |
3 | |
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(1.4)
The rights of dissenting shareholders, |
3 | |
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(1.5)
All of the terms, covenants and conditions |
3 | |
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(1.6)
The representations and warranties |
3 | |
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(1.7)
Certificate of ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
4
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2.
Conditions Concurrent and Subsequent to Closing. |
4 | |
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(2.1)
Share Cancellation. |
4 | |
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(2.2)
Acquisition Share Issuance. |
4 | |
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5 | ||
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(3.1)
Exchange of Shares: |
5 | |
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(3.2)
Conversion of Outstanding Stock: |
5 | |
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(3.3)
Closing/Effective Date: |
5 | |
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(3.4)
Surviving Corporations |
5 | |
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(3.5)
Rights of Dissenting Shareholders: |
5 | |
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(3.6)
Service of Process: |
5 | |
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(3.7)
Surviving Articles of Incorporation: |
5 | |
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(3.8)
Surviving By-Laws: |
5 | |
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(3.9)
Further Assurance, Good Faith and Fair Dealing: |
5 | |
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(3.10)
General Mutual Representations and Warranties. |
6 | |
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(3.10.1)
Organization and Qualification. |
6 | |
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(3.10.2)
Corporate Authority. |
6 | |
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(3.10.3)
Ownership of Assets and Property. |
6 | |
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(3.10.4)
Absence of Certain Changes or Events. |
6 | |
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(3.10.5)
Absence of Undisclosed Liabilities. |
7 | |
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(3.10.6) Legal
Compliance. |
7 | |
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(3.10.7) Legal
Proceedings. |
8 | |
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(3.10.8) No
Breach of Other Agreements. |
8 | |
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(3.10.9)
Capital Stock. |
8 | |
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(3.10.10) SEC
Reports, Liabilities and Taxes |
8 | |
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(3.10.11)
Brokers' or Finder's Fees. |
9 | |
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(3.11)
Miscellaneous Provisions |
9 | |
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(3.11.1)
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9 | |
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(3.11.2)
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9 | |
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(3.11.3)
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9 | |
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(3.11.4)
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9 | |
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(3.11.5)
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9 | |
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(3.11.6)
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9 | |
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4.
Termination. |
10 | |
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5.
Closing |
10 | |
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6.
Execution in Counterparts |
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Signatures |
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1
BY
WHICH
ABC
REALTY CO.
(a
North Carolina corporation)
SHALL
ACQUIRE
▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇ DA KE ▇▇ ▇▇▇▇ YU
YOU
▇▇▇▇ ▇▇▇▇ SI
(a
corporation organized under the laws of the P.R. China)
ADJUSTMENTS:
lead This
Plan of Exchange is made
and dated this 15th day of September, 2004, to supersede all previous
agreements, if any between the parties. This Agreement anticipates extensive due
diligence by both parties, and may be terminated by written notice, at any time
(i) by mutual consent; (ii) by either party during the due diligence
phase.
I.
RECITALS
1. The
Parties to this Agreement:
(1.1) ABC
Realty Co. ("▇▇▇▇"), a
North Carolina corporation.
(1.2) ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇ Da Ke ▇▇ ▇▇▇▇ Yu You ▇▇▇▇ ▇▇▇▇ Si, a
corporation organized and existing under the laws of the P.R. China (“ZHLD”).
(1.3)
▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman
of the Board and indirect controlling shareholder of ▇▇▇▇.
2
2.
The Capital of the Parties:
(2.1)
The Capital of ▇▇▇▇ consists
of 50,000,000 shares of common voting stock of $0.001 par value authorized, of
which 13,915,000 shares are issued and outstanding, and 5,000,000 shares of
preferred stock of $.001 par value authorized, of which no shares are issued and
outstanding.
(2.2)
The Capital of ZHLD consists
of RMB 500,000 in registered capital, which for the purposes of this Agreement,
are referred to as “common stock” or “capital stock”.
3.
Transaction Descriptive Summary: ▇▇▇▇
desires to acquire ZHLD and the shareholders of ZHLD (the “ZHLD Shareholders”)
wish ZHLD to be acquired by a public company such as ▇▇▇▇. ▇▇▇▇ would acquire
100% of the capital stock of ZHLD for 55,000,000 new shares of ▇▇▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ would cause C&C Properties, Inc., owner of 12,000,000 common shares
of ▇▇▇▇ to tender 11,000,000 shares of common stock of ▇▇▇▇ for cancellation by
▇▇▇▇ in exchange for a payment by ZHLD and/or the ZHLD Shareholders to C&C
Properties, Inc. of an aggregate of $400,000 ($300,000 in cash and $100,000 in a
promissory note), less related expenses, in the aggregate. Prior to the closing,
▇▇▇▇ will change its name to such name as ZHLD shall designate, and ▇▇▇▇ will
increase its authorized shares of common stock to 150,000,000 shares. The
parties intend that the transactions qualify and meet the Internal Revenue Code
requirements for a tax free reorganization, in which there is no corporate gain
or loss recognized for the parties, with reference to Internal Revenue Code
(IRC) sections 354 and 368.
4.
SEC compliance. ▇▇▇▇
shall cause the mailing to its stockholders of a notice of a Special
Shareholders’ Meeting, together with certain background information, relating to
the shareholders’ authorization of the name change and increase in authorized
capital stock. ▇▇▇▇ is not registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and, accordingly, an Information Statement on
Schedule 14F-1 and Schedule 14C will not be filed with the Commission and mailed
to ▇▇▇▇ shareholders in connection with the consummation of this exchange
transaction.
5.
North Carolina compliance. Articles
of Exchange are required to be filed by North Carolina law as the last act to
make the acquisition final and effective under North Carolina law.
6.
Audited Financial Statements. Certain
filings pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934,
such as a Current Report on Form 8-K, require audited and pro forma financial
statements of ZHLD to be filed with the Commission within 5 calendar days of the
filing of the initial Current Report on Form 8-K with the Commission. In
connection with ▇▇▇▇’▇ (or as its name may be changed by agreement of the
parties) filing of a Current Report on Form 8-K post closing, as it relates to
this transaction, audited and pro forma financial statements of ZHLD will be
prepared and filed with the Commission.
3
II.
PLAN OF EXCHANGE
1.
Conditions Precedent to Closing.
(1.1)
Shareholder Approval. Each
corporate party shall have secured shareholder approval for this transaction, if
required, in accordance with the laws of its place of incorporation and its
constituent documents.
(1.2)
Board of Directors. The
Boards of Directors of each corporate party shall have approved the transaction
and this agreement, in accordance with the laws of its place of incorporation
and its constituent documents.
(1.3)
Due Diligence Investigation. Each
party shall have furnished to the other party all corporate and financial
information which is customary and reasonable, to conduct its respective due
diligence, normal for this kind of transaction. If either party determines that
there is a reason not to complete the Plan of Exchange as a result of their due
diligence examination, then they must give written notice to the other party
prior to the expiration of the due diligence examination period. The Due
Diligence period, for purposes of this paragraph, shall expire on the Closing
Date. The Closing Date shall be October 15, 2004, unless extended to a later
date by mutual agreement of the parties.
(1.4)
The rights of dissenting shareholders, if any,
of each party shall have been satisfied and the Board of Directors of each party
shall have determined to proceed with the Plan of
exchange.
(1.5)
All of the terms, covenants and conditions of the
Plan of
exchange to be
complied with or performed by each party for Closing shall have been complied
with, performed or waived in writing; and
(1.6)
The representations and warranties of the
parties, contained in the Plan of
exchange, as
herein contemplated, except as amended, altered or waived by the parties in
writing, shall be true and correct in all material respects at the Closing Date
with the same force and effect as if such representations and warranties are
made at and as of such time; and each party shall provide the other with a
certificate, certified either individually or by an officer, dated the Closing
Date, to the effect, that all conditions precedent have been met, and that all
representations and warranties of such party are true and correct as of that
date. The form and substance of each party's certification shall be in form
reasonably satisfactory to the other. In addition, it shall be a condition
precedent of ZHLD’s obligation to consummate the closing that a certificate of
good standing on ▇▇▇▇ shall have been delivered to it from the Secretary of
State of North Carolina.
4
| (1.7) |
Certificate
of ▇▇▇▇▇▇▇ and ▇▇▇▇. It
shall be a condition precedent to ZHLD’s obligation to consummate the
closing that a certificate of ▇▇▇▇▇▇▇, signing in his individual capacity,
and of ▇▇▇▇, signing in its corporate capacity, in substantially the
following form, be delivered to it at or prior to
closing: |
| (i) |
▇▇▇▇
is a corporation duly organized, validly existing and in good standing
under the laws of the State of North Carolina and has all requisite
corporate power to own, operate and lease its properties and assets and to
carry on its business. |
| (ii) |
The
authorized capitalization and the number of issued and outstanding capital
shares of ▇▇▇▇ are accurately and completely set forth in the Plan of
Exchange. |
| (iii) |
The
issued and outstanding shares of ▇▇▇▇ (including the 55,000,000 new shares
of ▇▇▇▇ common stock to be issued at closing) have been duly authorized
and validly issued and are fully paid and
non-assessable. |
| (iv) |
▇▇▇▇
has the full right, power and authority to sell, transfer and deliver
55,000,000 new shares of its common stock to the ZHLD Shareholders, and,
upon delivery of the certificates representing such shares as contemplated
in the Plan of Exchange, will transfer to the ZHLD Shareholders good,
valid and marketable title thereto, free and clear of all
liens. |
| (v) |
To
the best of his knowledge, there is no litigation, proceeding or
governmental investigation pending or threatened against or relating to
▇▇▇▇. |
| (vi) |
▇▇▇▇
has taken all steps in connection with the Plan of Exchange and the
issuance of shares thereunder which are necessary to comply in all
material respects with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as well as the rules and regulations
promulgated pursuant thereto. |
2.
Conditions Concurrent and Subsequent to Closing.
(2.1)
Share Cancellation. Immediate
upon or prior to the Closing, ▇▇▇▇ shall have accepted the cancellation of
11,000,000 shares, such that ▇▇▇▇ shall have no more than 2,915,000 shares
issued and outstanding, before the issuance of new shares as provided herein.
Payment for the cancelled shares shall be made by ZHLD and/or the ZHLD
Shareholders in the amount of $400,000 in the aggregate (composed of $300,000 in
cash and $100,000 in a promissory note).
(2.2)
Acquisition Share Issuance. Immediately
upon the Closing, ▇▇▇▇ shall issue the acquisition shares and cancel certain
other shares, as follows:
5
|
▇▇▇▇
Issued |
13,915,000 |
|
Share
Cancellation |
11,000,000
|
|
Subtotal |
2,915,000
|
|
Acquisition
Share Issuance |
55,000,000 |
|
Resulting
Total |
57,915,000 |
3.
Plan of Exchange
(3.1)
Exchange and Reorganization: ▇▇▇▇ and ZHLD
shall be hereby reorganized, such that ▇▇▇▇ shall acquire 100% the capital stock
of ZHLD, and ZHLD shall become a wholly-owned subsidiary of ▇▇▇▇.
(3.2)
Conversion of Outstanding Stock:
Forthwith upon the effective date of the Plan, ▇▇▇▇ shall issue 55,000,000 new
investment shares of its common stock to or for the ZHLD
Shareholders.
(3.3)
Closing/Effective Date: The
Plan of
exchange shall
become effective immediately upon approval and adoption by the parties hereto,
in the manner provided by the law of the places of incorporation and constituent
corporate documents, and upon compliance with governmental filing requirements,
such as, without limitation, compliance with such sections of the Securities
Exchange Act of 1934 as are applicable, and the filing of Articles of Exchange
under state law. Closing shall occur when all requirements have been met. ▇▇▇▇
anticipates the filing of a Current Report on Form 8-K within four business days
of the signing of this Plan of Exchange, and the filing of an additional Form
8-K within four business days of the closing under this Plan of Exchange. With 5
calendar days of the second Form 8-K filing, a Form 8-K/A filing will be made to
disclose audited and pro forma financial information about ZHLD.
(3.4)
Surviving Corporations: Both
corporations shall survive the exchange and reorganization herein contemplated
and shall continue to be governed by the laws of its respective jurisdiction of
incorporation.
(3.5)
Rights of Dissenting Shareholders: Each
Party is the entity responsible for the rights of its own dissenting
shareholders, if any.
(3.6)
Service of Process and Address: Each
corporation shall continue to be amenable to service of process in its own
jurisdiction, exactly as before this acquisition. The address of ▇▇▇▇ is ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The address of ZHLD is 80 ▇▇▇▇ ▇▇▇▇ Road, Kun
Lun Shopping Mall, Nan ▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Peoples’ Republic of China. The address
of the ZHLD Shareholders is in care of ZHLD at 80 ▇▇▇▇ ▇▇▇▇ Road, Kun Lun
Shopping Mall, Nan ▇▇▇▇ ▇▇, ▇▇▇▇▇▇, Peoples’ Republic of China.
6
(3.7)
Surviving Articles of Incorporation: the
Articles of Incorporation of each Corporation shall remain in full force and
effect, unchanged.
(3.8)
Surviving By-Laws: the
By-Laws of each Corporation shall remain in full force and effect,
unchanged.
(3.9)
Further Assurance, Good Faith and Fair Dealing: the
Directors of each Company shall and will execute and deliver any and all
necessary documents, acknowledgments and assurances and do all things proper to
confirm or acknowledge any and all rights, titles and interests created or
confirmed herein;
and both companies covenant expressly hereby to deal fairly and in good faith
with each other and each others shareholders. In furtherance of the parties
desire, as so expressed, and to encourage timely, effective and businesslike
resolution the parties agree that any dispute arising between them, capable of
resolution by arbitration, shall be submitted to binding arbitration. As a
further incentive to private resolution of any dispute, the parties agree that
each party shall bear its own costs of dispute resolution and shall not recover
such costs from any other party.
(3.10)
General Mutual Representations and Warranties. The
purpose and general import of the Mutual Representations and Warranties, are
that each party has made appropriate full disclosure to the others, that no
material information has been withheld, and that the information exchanged is
accurate, true and correct. These warranties and representations are made by
each party to the other, unless otherwise provided, and they speak and shall be
true immediately before Closing.
(3.10.1)
Organization and Qualification. Each
Corporation is duly organized and in good standing (where applicable as a matter
of law), and is duly qualified to conduct any business it may be conducting, as
required by law or local ordinance.
(3.10.2)
Corporate Authority. Each
Corporation has corporate authority, under the laws of its jurisdiction and its
constituent documents, to do each and every element of performance to which it
has agreed, and which is reasonably necessary, appropriate and lawful, to carry
out this Agreement in good faith.
(3.10.3)
Ownership of Assets and Property. Each
Corporation has lawful title and ownership of it property as reported to the
other, and as disclosed in its financial statements.
(3.10.4)
Absence of Certain Changes or Events. Each
Corporation has not had any material changes of circumstances or events which
have not been fully disclosed to the other party, and which, if different than
previously disclosed in writing, have been disclosed in writing as currently as
is reasonably practicable. Specifically, and without limitation:
|
(3.10.4-a)
the
business of each Corporation shall be conducted only in the ordinary and
usual course and consistent with its past practice, and neither party
shall purchase or sell (or enter into any agreement to so purchase or
sell) any properties or assets or make any other changes in its
operations, respectively, taken as a whole, or provide for the issuance
of, agreement to issue or grant of options to acquire any shares, whether
common, redeemable common or convertible preferred, in connection
therewith; |
7
|
(3.10.4-b)
Neither
Corporation shall (i) amend its Articles of Incorporation or By-Laws, (ii)
change the number of authorized or outstanding shares of its capital
stock, or (iii) declare, set aside or pay any dividend or other
distribution or payment in cash, stock or
property; |
|
(3.10.4-c)
Neither
Corporation shall (i) issue, grant or pledge or agree or propose to issue,
grant, sell or pledge any shares of, or rights of any kind to acquire any
shares of, its capital stock, (ii) incur any indebtedness other than in
the ordinary course of business, (iii) acquire directly or indirectly by
redemption or otherwise any shares of its capital stock of any class
(except for ▇▇▇▇’▇ proposed cancellation of shares of common stock) or
(iv) enter into or modify any contact, agreement, commitment or
arrangement with respect to any of the
foregoing; |
|
(3.10.4-d)
Except
in the ordinary course of business, neither party shall (i) increase the
compensation payable or to become payable by it to any of its officers or
directors; (ii) make any payment or provision with respect to any bonus,
profit sharing, stock option, stock purchase, employee stock ownership,
pension, retirement, deferred compensation, employment or other payment
plan, agreement or arrangement for the benefit of its employees (iii)
grant any stock options or stock appreciation rights or permit the
exercise of any stock appreciation right where the exercise of such right
is subject to its discretion (iv) make any change in the compensation to
be received by any of its officers; or adopt, or amend to increase
compensation or benefits payable under, any collective bargaining, bonus,
profit sharing, compensation, stock option, pension, retirement, deferred
compensation, employment, termination or severance or other plan,
agreement, trust, fund or arrangement for the benefit of employees, (v)
enter into any agreement with respect to termination or severance pay, or
any employment agreement or other contract or arrangement with any officer
or director or employee, respectively, with respect to the performance or
personal services that is not terminable without liability by it on thirty
days notice or less, (vi) increase benefits payable under its current
severance or termination, pay agreements or policies or (vii) make any
loan or advance to, or enter into any written contract, lease or
commitment with, any of its officers or
directors; |
|
(3.10.4-e)
Neither
party shall assume, guarantee, endorse or otherwise become responsible for
the obligations of any other individual, firm or corporation or make any
loans or advances to any individual, firm or corporation, other than
obligations and liabilities expressly assumed by the other that
party; |
|
(3.10.4-f)
Neither
party shall make any investment of a capital nature either by purchase of
stock or securities, contributions to capital, property transfers or
otherwise, or by the purchase of any property or assets of any other
individual, firm or corporation. |
8
(3.10.5)
Absence of Undisclosed Liabilities. Each
Corporation has, and has no reason to anticipate having, any material
liabilities which have not been disclosed to the other, in the financial
statements or otherwise in writing.
(3.10.6)
Legal Compliance. Each
Corporation shall comply in all material respects with all Federal, state, local
and other governmental (domestic or foreign) laws, statutes, ordinances, rules,
regulations (including all applicable securities laws), orders, writs,
injunctions, decrees, awards or other requirements of any court or other
governmental or other authority applicable to each of them or their respective
assets or to the conduct of their respective businesses, and use their best
efforts to perform all obligations under all contracts, agreements, licenses,
permits and undertaking without default.
(3.10.7)
Legal Proceedings. Each
Corporation has no legal proceedings, administrative or regulatory proceeding,
pending or suspected, which have not been fully disclosed in writing to the
other.
(3.10.8)
No Breach of Other Agreements. This
Agreement, and the faithful performance of this agreement, will not cause any
breach of any other existing agreement, or any covenant, consent decree, or
undertaking by either, not disclosed to the other.
(3.10.9)
Capital Stock. The
issued and outstanding shares and all shares of capital stock of each
Corporation is as detailed herein, that all such shares are in fact issued and
outstanding, duly and validly issued, were issued as and are fully paid and
non-assessable shares, and that, other than as represented in writing, there are
no other securities, options, warrants or rights outstanding, to acquire further
shares of such Corporation.
(3.10.10)
SEC
Reports, Liabilities and Taxes. ( i
) ▇▇▇▇
has filed
all required
registration statements, prospectuses, reports, schedules, forms, statements
and other
documents required to be filed by it with the SEC since the date of its
registration
under the Securities Act of 1933, as amended (collectively, including all
registration
under the Securities Act of 1933, as amended (collectively, including all
exhibits
thereto, the "▇▇▇▇ SEC Reports"). None of the ▇▇▇▇ SEC Reports, as of
their
respective dates, contained any untrue statements of material fact or failed to
contain
any statements which were necessary to make the statements made therein, in
light of
the circumstances, not misleading. All of the ▇▇▇▇ SEC Reports, as of their
respective
dates (and as of the date of any amendment to the respective ▇▇▇▇ SEC
Reports),
complied as to form in all material respects with the applicable requirements
of the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder.
9
(ii)
Except as disclosed in the ▇▇▇▇ SEC Reports filed prior to the date hereof, ▇▇▇▇
and its Subsidiaries have not incurred any liabilities or obligations (whether
or not accrued, contingent or otherwise) that are of a nature that would be
required to be disclosed on a balance sheet of ▇▇▇▇ and its Subsidiaries or the
footnotes thereto prepared in conformity with GAAP, other than (A) liabilities
incurred in the ordinary course of business or (B) liabilities that would not,
in the aggregate, reasonably be expected to have a material adverse effect on
▇▇▇▇.
(iii)
Except as disclosed in the ▇▇▇▇ SEC Reports filed prior to the date hereof, ▇▇▇▇
and each of its Subsidiaries (i) have prepared in good faith and duly and timely
filed (taking into account any extension of time within which to file) all
material tax returns required to be filed by any of them and all such filed tax
returns are complete and accurate in all material respects; (ii) have paid all
taxes that are shown as due and payable on such filed tax returns or that ▇▇▇▇
or any of its Subsidiaries are obligated to pay without the filing of a tax
return; (iii) have paid all other assessments received to date in respect of
taxes other than those being contested in good faith for which provision has
been made in accordance with GAAP on the most recent balance sheet included in
▇▇▇▇’▇ financial statements; (iv) have withheld from amounts owing to any
employee, creditor or other person all taxes required by law to be withheld and
have paid over to the proper governmental authority in a timely manner all such
withheld amounts to the extent due and payable; and (v) have not waived any
applicable statute of limitations with respect to United States federal or state
income or franchise taxes and have not otherwise agreed to any extension of time
with respect to a United States federal or state income or franchise tax
assessment or deficiency.
(3.10.
11) Brokers' or Finder's Fees. Each
Corporation is not aware of any claims for brokers' fees, or finders' fees, or
other commissions or fees, by any person not disclosed to the other, which would
become, if valid, an obligation of either company.
(3.11)
Miscellaneous Provisions
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(3.11.1)
. Except
as required by law, no party shall provide any information concerning any aspect
of the transactions contemplated by this Agreement to anyone other than their
respective officers, employees and representatives without the prior written
consent of the other parties hereto. The aforesaid obligations shall terminate
on the earlier to occur of (a) the Closing, or (b) the date by which any party
is required under its articles or bylaws or as required by law, to provide
specific disclosure of such transactions to its shareholders, governmental
agencies or other third parties. In the event that the transaction does not
close, each party will return all confidential information furnished in
confidence to the other. In addition, all parties shall consult with each other
concerning the timing and content of any press release or news release to be
issued by any of them.
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(3.11.2)
This
Agreement may be executed simultaneously in two or more counterpart originals.
The parties can and may rely upon facsimile signatures as binding under this
Agreement, however, the parties agree to forward original signatures to the
other parties as soon as practicable after the facsimile signatures have been
delivered.
(3.11.3)
The
Parties to this agreement have no wish to engage in costly or lengthy litigation
with each other. Accordingly, any and all disputes which the parties cannot
resolve by agreement or mediation, shall be submitted to binding arbitration
under the rules and auspices of the American Arbitration Association. As a
further incentive to avoid disputes, each party shall bear its own costs, with
respect thereto, and with respect to any proceedings in any court brought to
enforce or overturn any arbitration award. This provision is expressly intended
to discourage litigation and to encourage orderly, timely and economical
resolution of any disputes which may occur.
(3.11.4)
If any
provision of this Agreement or the application thereof to any person or
situation shall be held invalid or unenforceable, the remainder of the Agreement
and the application of such provision to other persons or situations shall not
be effected thereby but shall continue valid and enforceable to the fullest
extent permitted by law.
(3.11.5)
No waiver
by any party of any occurrence or provision hereof shall be deemed a waiver of
any other occurrence or provision.
(3.11.6)
The
parties acknowledge that both they and their counsel have been provided ample
opportunity to review and revise this agreement and that the normal rule of
construction shall not be applied to cause the resolution of any ambiguities
against any party presumptively. The Agreement shall be governed by and
construed in accordance with the laws of the State of North
Carolina.
4.
Termination. The
Plan of
exchange may be
terminated by written notice, at any time prior to closing, by either party
whether before or after approval by the shareholders of either or both; (i) by
mutual consent; (ii) by either party during the due diligence phase, or (iii) by
either party, in the event that the transaction represented by the anticipated
Plan of
exchange has not
been implemented or approved by the proper governmental authorities 120 days
from the of this Agreement. In the event that termination of the Plan of
exchange by
either or both, as provided above, the Plan of
exchange shall
forthwith become void and there shall be no liability on the part of either
party or their respective officers and directors.
5.
Closing.
The
parties hereto contemplate that the closing of this Plan of Exchange shall occur
as soon as practicable after the date of its signing. Certificates for the
55,000,000 shares of ▇▇▇▇ common stock will be delivered to ZHLD for
distribution to the ZHLD Shareholders pursuant to an exemption from registration
provided by Regulation S under the Securities Act of 1933, as amended. All funds
to be paid for the cancellation of the C&C Properties, Inc.’s cancellation
of 11,000,000 shares will be delivered in cash to ▇▇▇▇▇▇▇, as the President and
sole stockholder of C&C Properties, Inc..
6.
Execution in Counterparts. This
Agreement may be executed in any number of counterparts, and when all of the
counterparts are assembled it shall be considered as one document and shall be a
legally binding and enforceable contract.
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The
parties hereto, intending to be bound, hereby sign this Plan of Exchange below
as of the date first written above.
|
ABC REALTY CO. |
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ DA KE
▇▇ ▇▇▇▇ YU YOU ▇▇▇▇ ▇▇▇▇ SI | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | /s/ Yu, Xi Qun | ||
|
Name:
▇▇▇▇▇
▇▇▇▇▇▇▇
Title:
Chairman |
Name:Yu, Xi Qun Title: President |
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ |
|||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
|
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Individually) |
12