Exhibit 99.1 Letter of Intent
June 18, 2003
China Direct Trading Co.
00000 Xxxxxx Xxxxx #000
Xxxxx, Xxxxxxx 00000
Letter of Intent
The following will summarize the principal terms of a merger agreement Merger
Agreement") to be entered into between CBQ Inc.(CBQI), a Colorado corporation
and China Direct Trading Company (CDTC), a Florida Corporation, as follows:
1. CBQI and CDTC intend to enter into a merger agreement pursuant to which among
other things, CBQI will be merged into CDTC with CDTC being the surviving
corporation. 2. Prior to the execution of the merger agreement, CBQI will be
responsible for all expenses incurred in the connection with the proposed merger
agreement including attorneys fees, accountants, and any other expenses involved
in the Transaction.
3. The closing of the Merger Agreement ( "Closing ) will be a date not later
than one hundred and eighty (180) days after the Merger Agreement is signed,
which will be the closing date. 4. The terms of the proposed merger will be
further negotiated and memorialized in the definitive Merger Agreement, which
will contain the usual and customary representations and warranties, specific
obligations of the parties pending the Closing and conditions precedent to
Closing.
5. The representatives of CBQI and CDTC, respectively, are to be permitted to
make a full and complete investigation of the business, properties, customers,
financial statements and books and records of CBQI and CDTC, respectively, for a
period of one hundred and eighty (180) days from the signing of this letter of
intent.
6. During the period from the date of this Letter of Intent to Closing, CBQI and
CDTC respectively will operate in the ordinary course of business and both
companies will use their best efforts to preserve their businesses and
relationships with their employees, customers, distributors, and suppliers. 7.
Without the prior approval of the other party to this letter, no party will
hereafter make any announcement of the transactions contemplated hereby, until
and unless the Merger Agreement is executed by both parties.
This Letter of Intent is accepted by the parties as a statement of mutual
intention at this time to conduct further negotiations along the lines indicated
above, and it is understood that the proposed purchase of assets is subject to
the negotiation of the Merger Agreement, and review and approval thereof by the
respective legal counsel and boards of directors of the parties. It is
understood that except for the provisions 2, and 7, (which are binding on CBQI)
, neither CBQI nor CDTC will be bound to the other by this Letter of Intent for
damages, expenses, failure to finally agree upon the definitive Merger
Agreement, or in any other way. If the foregoing correctly sets forth our
general understanding, kindly so indicate by signing and returning the enclosed
copy of this Letter of Intent.
Very truly yours
CBQI Inc.
AGREED AND ACCEPTED AS OF THE DATE OF THIS LETTER:
China Direct Trading Company
By: Xxxxxx Xxxxxx /s/
President
