EXHIBIT 2
PLAN AND AGREEMENT OF REORGANIZATION
BETWEEN
MAS Acquisition XI Corp.
(an Indiana corporation)
AND
Bluepoint Software Co., Ltd. (Formally Shenzhen Sinx Software Co., Ltd.)
(a Chinese corporation)
This Plan and Agreement of Reorganization is entered into this 7th day of
January, 2000 by and between MAS Acquisition XI Corp., an Indiana corporation
with offices at 1710 E, Division Street, Evansville, Indiana 4771 1, hereafter
referred to as "MAS" and 13luepoint Software Co., Ltd., a Chinese corporation,
with offices at 000 X-0, XXXX Xxxxxxx & Industry Park, Huaqian Road North,
Shenzhen, Gunngong)g Province, China, and its shareholders, hereinafter
referred to as "BLUEPOINT".
This Plan or Reorganization is within the meaning of Section 368 (4)(1)(B) of
the Internal Revenue Code of 1986, as amended, MAS will acquire from the
shareholders of BLUEPOINT all of the issued and outstanding shares of
BLUEPORNT in return for 15,500,000 shares of the authorized but unissued
shares of MAS. BLTJEPOTNT will then become and operate as a wholly owned
subsidiary of MAS.
AGREEMENT
In order to consummate such plan of reorganization, the parties hereto, in
consideration of the mutual
agreements and on the basis of the representations and warranties hereafter
set forth, do hereby agree, as follows:
ARTICLE J
1.01. Transfer of BLUEPOINT capital stock and consideration for transfer:
Subject to the terms and conditions of this Agreement, each BLUEPOINT
shareholder shall have endorsed and delivered his or her, certificate to Xx
Xxxx CEO of BLUEPOINT, as Trustee, prior to the closing date, who shall, 'at
such closing, deliver said certificates to Xxxxx Xxxx in exchange for the
stated number of shares of MAS (subject to the provisions of Section 4(2) of
the Securities Act of 1933, as amended) as set forth in 1.02 below,
1.02. Consideration for transfer to MAS: On the closing date, subject to the
terms and conditions of this Agreement, and in full consideration for the
transfer and delivery to MAS of all the issued and outstanding shares of
BLUEPOINT. MAS shall cause to be delivered by its transfer agent, Signature
Stock Transfer of Dallas, Texas, 15,500,000 shares of the authorized but
unissued capital stock of MAS. Said MAS shares shall be broken down into
individual names and amounts as requested in writing by Xx Xxxx, authorized
agent for the BLUEPOINT shareholders, and when issued, such shares to be fully
paid and nonassessable. Such shares shall not be free trading as they are not
at this time registered or covered by any exemption. Said shares will be
restricted in nature and said restriction shall be reflected on the face of
all certificates included in the MAS shares.
ARTICLE 11
2.01. Closing: The time of delivery by BLUEPOINT stockholders of their
respective shares as provided in Paragraph 1.01 of this Agreement having
already taken place, said shares being held by Xx Xxxx, as authorized agent,
and the certificate(s) for MAS shares as authorized by the Board of Directors
of MAS being in hand for delivery to Xxxxx Xxxx, as authorized agent, closing
shall be effective with the signing of this Agreement. For purposes of record,
closing shall be effective on or before 17th day of January, 2000, 5 p.m.
Central Time.
ARTICLE II
3.01. Representations and Warranties by BLUEPOINT:
(1) BLUEPOINT is a corporation duly organized and validly existing and in good
standing under the laws of China. It has all requisite corporate power and
authority to carry on its business as now being conducted, to enter into this
Agreement and to carry out and perform the terms and provisions of this
Agreement. BLUEPOINT is duly qualified, licensed, or domesticated and in good
standing as a foreign corporation authorized to do business in each
jurisdiction wherein the nature of its activities conducted or the character
of Its properties make such qualification, licensing, or domestication
necessary.
(2)(a) BLUEPOINT is duly and lawfully authorized by its Articles of
Incorporation, to Issue the shares of capital stock required by this
Agreement; further, BLUEPOINT has no other authorized series or class of
stock, All of the outstanding shares of BLUEPOINT's capital stock have been
duly issued.
(b) BLUEPOINT is not presently liable on account of a any indebtedness for
borrowed monies, except as reflected on the Balance Sheet described in
Subparagraph (4), below.
(c) There are no outstanding subscriptions, options, warrants, calls,
contracts, demands, commitments, convertible securities, or other agreements
or arrangements of any character or nature whatsoever under which BLUEPOINT is
or may be obligated to issue or purchase shares of its capital stock,
(3) Each BLUEPOINT stockholder severally and for himself at the time of the
Closing on the Closing Date will be the lawful owner of the shares of the
capital stock of BLUE-POINT held in his name, free and clear of all liens,
claims and encumbrances of every kind. Each stockholder has full legal right,
power, and authority to sell, assign, and transfer his shares of capital stock
of BLUEPOENT; and the delivery of such shares to any person pursuant to the
provisions of this agreement will transfer valid title thereto, free and clear
of all liens, encumbrances and claims of every kind.
(4) BLUEPOINT has furnished MAS with an unaudited Balance Sheet of BLUEPOINT
as of September 30, 1999, hereinafter referred to as the balance Sheet. Such
financial statement presents fairly the financial condition of BLUEPOINT at
such date. Specifically, but not by way of limitation, the Balance Sheet
discloses all of the debts, liabilities, and obligations of any nature
(whether absolute, accrued, contingent, or other-wise, and whether due or to
become due) of BLUEPOINT at the date thereof
(5) BLUEPOINT has not, since September 30, 1999.
(a) Incurred any obligations or liabilities, absolute, accrued, contingent,
or otherwise and whether due or to become due, except current liabilities
incurred in the ordinary course of business, none of which adversely affects
the business or prospects of BLUEPOINT.
(b) Discharged or- satisfied any liens or encumbrances, or paid any
obligation or liability, absolute, accrued, contingent or otherwise and
whether due or to become due, other than current liabilities shown on the
Balance Sheet and current liabilities incurred since the closing of business
on the date of the Balance Sheet, in each case, in the ordinary course of
business;
(c) Declared or made any payment or distribution to its Stockholders or
purchased or redeemed, or obligated itself to purchase or redeem, any of its
shares of Capital Stock or other securities;
(d) Mortgaged, pledged, or subjected to lien, or other encumbrances or
charges, of its assets, tangible or, intangible;
(c) Sold or transferred any of its assets except for inventory sold in the
ordinary course of business or canceled debt or claim;
(f) Suffered any damage, destruction, or loss (whether or not covered by
insurance) affecting the properties, business, or prospects of BLUEPOINT, or
waived any rights of substantial value;
(g) Entered into any transaction other than in the ordinary course of
business.
(6) There are no legal actions, suits, arbitration, or other legal or
administrative proceedings pending against BLUEPOINT which would affect it,
its properties, assets, or business. BLUEPOINT is not in default with respect
to any judgment, order or decree of any government agency or instrumentality.
(7) BLUEPOINT has good and marketable title to all of its properties and
assets, including without limitation those reflected in the Balance Sheet and
those used or located on property controlled by BLUEPOFNT in its business on
the date of the Balance Sheet and acquired thereafter (except assets sold in
the ordinary course of business), subject to no mortgage, pledge, lien,
charge, security interest, encumbrance, or restriction except those which (a)
are disclosed on the Balance Sheet as securing specified liabilities, (b) are
disclosed in the Schedule of Assets referred to @) Subparagraph 3.01(g)
hereof; Or ('c) do not materially adversely affect the use thereof The
building and equipment of BLUEPOINT are in good condition and repair,
reasonable wear and tear excepted. BLUEPOINT has not been, to the knowledge of
any officer of BLUEPOINT, threatened with any action or proceeding under any
building or, zoning-, ordinance, regulation or law.
(8) Prior to Closing Date, BLUEPOINT will have delivered to MAS a separate
Schedule of Assets, specifically referring to this paragraph, containing
(a) A true and complete aged list of accounts receivable (if any) as of a date
no earlier than the Closing Date.
(b) A true and complete list of all capitalized machinery, tools, equipment,
and rolling stock owned by BLUEPOINT, setting forth all liens, claims,
encumbrances, charges, restrictions, covenants, and conditions.
(c) A complete schedule of all fire and other casualty and liability policies
of BLUEPOINT in effect at the time of delivery of said schedule.
(9) BLUEPOINT is not a party to, or otherwise bound by, any written or oral@
(a) Contract or agreement not made in the ordinary course of business;
(b) Lease with respect to any property, real or, personal, whether as lessor
or lessee, except as reflected in the Balance Sheet,
(c) Contract or other commitment continuing for a period of more than thirty
days and which is not terminable without cost or other liability to BLUEPORNT
or its successor except as shown on the Balance Sheet.
BLUFPOINT has in all respects perforated all obligations required to be
performed by It to date and is not in material default under any of the
contracts, agreements, leases, documents, or other arrangement to which it is
a party or by which it is otherwise bound,
(10) The books of account, minute books, stock certificate books, and stock
transfer ledgers of BLUEPOINT are complete at Closing and also correct, and
there have been no transactions involving the business of BLUEPOINT which
property should have been set forth in said respective books, other than those
set forth therein,
(11) Since the Balance Sheet there has not been any material adverse change
in, or event or condition materially and adversely affecting the condition
(financial or otherwise) of the properties, assets or liabilities of
BLUEPOINT.
3.02 MAS represents and warrants to BLUEPOINT and its Stockholders as follows:
(1) MAS is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Indiana
(2) MAS is considered a fully-reporting company by the SEC.
(3) MAS's authorized capital stock consists of 80,000,000 shares of common
stock and 20,000,000 shares of preferred stock. par value $.001. After the
completion of this Agreement 20,000,000 shares of common stock will be validly
issued and outstanding. This figure reflects the shares beneficially issued to
the shareholder's of BLUEPOINT under Rule 3(a)(9) of the Securities Act of
1933.
(4) The execution, delivery, and performance of this Agreement has been duly
authorized by all requisite corporate action. This Agreement constitutes
valid and binding obligation of MAS in accordance with its terms. No provision
of the Articles of Incorporation and the amendments thereto, by-laws and any
amendments thereto, or of any contract to which MAS is a party or otherwise
bound, which prevents MAS from delivering good title to its shares of such
capital stock in the manner contemplated hereunder.
(5) MAS has furnished BLUEPOINT and its shareholders with a statement of
management, and previous management, that there are little or no assets and no
liabilities, and that the corporation, and its predecessor have had no
activities in which it could have incurred any liabilities since the September
30, 1999
(6) All of the MAS common shares to be issued to BLUEPOINT shareholders will,
when so issued, be validly issued and outstanding, fully paid and
non-assessable,
(7) Since the financial condition statement there has not been any material or
adverse change in, or event or condition materially and adversely affecting
the condition of MAS.
ARTICLE IV
4.01 BLUEPOINT covenants that all statements made herein and hereto are true
and correct and may relied upon by MAS.
4.02.BLUEPOINT covenants and warrants that all books, records and financial
statements employed or used in connection with this Agreement are true and
correct and that the right to examine same has been extended to MAS and its
representatives.
4.03.Federal Securities Act-Uregistered Stock.
(1) Each BLUEPORNT stockholder acknowledges that the shares of MAS common
stock to be delivered to. him pursuant to this Agreement have not and are not
registered under the 1933 Act, as amended, and that accordingly such stock is
not fully transferable except as permitted under various exemptions contained
in the 1933 Act, and the rules of the Securities and Exchange Commission
interpreting said act. The provisions contained in this paragraph are intended
to ensure compliance with the 1933 Act, as amended,
(2) Each BLUEPOINT stockholder agrees that the certificates evidencing the
shares he will receive shall contain substantially the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE SAME ARE REGISTERED UNDER THE
SECURITY ACT OF 1933, OR THE COMPANY RECEIVES AN OPINION FROM COUNSEL
SATISFACTORY TO IT THAT SUCH REGISTRATION IS NO'F REQUIRED FOR SALE OR
TRANSFER OR THAT THE SHARES HAVE BEEN LEGALLY SOLD) IN BROKER TRANSACTIONS
PURSUANT TO RULE 144 OF THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION PROMULGATED UNDER SECURI'I'Y ACT OF 1933."
ARTICLE V
5.01 Conditions Precedent-.
(1) The aggregate number of shares of the corporation's capital stock tendered
by the BLUEPOINT stockholders at the closing shall constitute 100 percent of
all of the issued and outstanding Capital Stock of BLUEPOINT.
ARTICLE VI
6.01 Paragraph and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.02 This Agreement shall be construed under and in accordance with the laws
of the State of Indiana.
6.03 This Agreement shall be binding an and inure to the benefit of and be
enforceable by the BLUEPOINT shareholders and MAS, their respective heirs,
executors, administrators, legal representative a, successors, and assigns
except as otherwise expressly provided herein,
6.04 Should there be any litigation arising from this transaction, the
prevailing party shall be entitled to recover reasonable attorney's fees from
the other party, which fees may be set by the court in the trial of such
action or may be enforced in a separate action brought for that purpose, These
fees shall be in addition to any other relief which may be awarded.
IN WITNESS WHEREOF, the parties hereto have executed this Plan and Agreement
of Reorganization on the date first set forth, at 0000 X. Xxxxxxxx
Xx.,Xxxxxxxxxx, Xxxxxxx 00000.
FOR MAS Acquisition XI CORP.,
an Indiana Corporation
By:/s/Xxxxx Taai
----------------
Xxxxx Taai, President
FOR Bluepoint Software Co., Ltd.,
a Chinese corporation
By:/s/Xx Xxxx
-------------
Xx Xxxx, Chairman and (CEO)
