EXHIBIT 2.7
TERMINATION AGREEMENT
This TERMINATION AGREEMENT ("Agreement") effective this 31st day of January
2003, relates to an Acquisition Agreement dated April 8, 2002 by and among
Jupiter Enterprises, Inc. ("JPTR"), The MingHe Group ("MingHe"), and Yin
Mingshan ("Mingshan").
RECITALS
WHEREAS, the parties were unable to complete the acquisition due to the
inability to complete a financial audit of MingHe; and
WHEREAS, the parties desire to terminate in full the Acquisition Agreement dated
April 8, 2002; and
WHEREAS, Mingshan is the sole shareholder of MingHe, which owns 50% of Beijing
MingHe-Han S&T Co. ("MingHe-Han"), a joint venture with the Han Family Trust;
and
WHEREAS, the parties desire to assign certain rights as described herein.
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound hereby, do promise and
agree as follows:
1. TERM AND CONDITIONS.
1.1 All shares of common stock of JPTR that were issued to Mingshan
pursuant to the Acquisition Agreement (an aggregate of 30 million post-split
shares) shall be cancelled and returned to treasury of JPTR.
1.1 The parties hereto represent and acknowledge that:
a. The Acquisition Agreement is hereby terminated, and shall
be unwound to the fullest extent possible and shall be deemed void in its
entirety. Any shares of common stock of JPTR that may have been issued to MingHe
or Mingshan pursuant to the Acquisition Agreement have been cancelled and
returned to treasury of JPTR, and JPTR shall have no future obligation to issue
any shares of common stock to MingHe or Mingshan.
b. Mingshan resigned as an officer and director of JPTR,
effective as of December 31, 2002.
c. MingHe-Han is a 50/50 joint venture between the
MingHe Group and the Han Family Trust.
d. MingHe-Han is indebted to Xxxxxx & Xxxxxx, Ltd. a
Niue corporation ("H&H"), for a US$270,000.00 loan made to MingHe-Han
(the "Loan").
e. MingHe-Han has the exclusive right to acquire a
controlling interest in Beijing Bluesky Kspan Steel Constitution Company Ltd.
("Bluesky"), which is owned 77% by Xx Xxxxxxxx and 23% by H&H.
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f. MingHe-Han hereby and forever assigns its exclusive
right to acquire the controlling interest in Bluesky to H&H in exchange for
cancellation of the Loan by H&H.
g. JPTR shall issue 675,000 shares of its restricted
common stock to H&H in exchange for the right to acquire the controlling
interest in Bluesky.
1.2. Except with respect to the obligations created by, acknowledged or
arising out of this Agreement, the parties hereby for themselves and their
respective legal successors, assigns, and affiliates, release and discharge each
other and their own respective legal successors, assigns, and affiliates release
and discharge each other and their own and the other's agents, employees and
attorneys from any and all claims whether now known or unknown, which either now
has, or at any time heretofore ever had, against the other, based upon or
arising out of or in connection with the matters referenced in the Acquisition
Agreement, or any other matter, cause, or anything whatsoever, from the
beginning of the world to the date of this Agreement.
2. NOTICES. Any notice required to be given pursuant to this Agreement
shall be in writing and mailed by express mail courier to the addresses set
forth on the signature pages hereto.
3. GOVERNING LAW AND JURISDICTION. The parties agree that this Agreement
and the transactions contemplated hereby shall be construed and enforced in
accordance with the laws of the Peoples' Republic of China, and that any action
or proceeding that may be brought arising out of, in connection with or by
reason of this Agreement shall be brought only in a court of competent
jurisdiction within the city of Beijing, China. Each of the parties hereto
hereby submits, unconditionally and irrevocably, to the jurisdiction of the
aforesaid courts for the purpose of any such lawsuits, agrees to accept service
of process by express mail courier, and hereby waives any jurisdictional or
venue defenses otherwise available to it.
4. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall
be binding on and shall inure to the benefit of the parties hereto, and their
legal representatives, administrators, successors, and heirs.
5. WAIVER. No waiver by either party of any default shall be deemed as a
waiver of prior or subsequent default of the same or other provisions of this
Agreement.
6. UNDERTAKING AND FURTHER ASSURANCES. Each party to this Agreement shall
perform any and all acts and execute and deliver any and all documents as may be
necessary and proper under the circumstances in order to accomplish the intents
and purposes of this Agreement and to carry out its provisions.
7. INTERPRETATION AND FAIR CONSTRUCTION OF AGREEMENT. This Agreement has
been reviewed and approved by each of the parties. In the event it should be
determined that any provision of this Agreement is uncertain or ambiguous, the
language in all parts of this Agreement shall be in all cases construed as a
whole according to its fair meaning and not strictly construed for nor against
either party.
8. SEVERABILITY. If any term, clause, or provision hereof is held invalid
or unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause, or provision and
such invalid term, clause, or provision shall be deemed to be severed from the
Agreement.
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9. MODIFICATION. This Agreement shall not be modified or amended except
in writing signed by the parties hereto and specifically referring to this
Agreement.
10. COSTS AND ATTORNEYS' FEES. If any party hereto shall bring any suit,
arbitration or other action against another for relief, declaratory or
otherwise, arising out of this Agreement, the substantially prevailing party
shall have and recover against the other party, in addition to all costs and
disbursements, such sum as the court or arbiter may determine to be a reasonable
attorney's fee.
11. WAIVER OF BREACH. The failure of any party hereto to insist upon strict
performance of any of the covenants and agreements herein contained, or to
exercise any option or right herein conferred, in any one or more instances,
shall not be construed to be a waiver or relinquishment of any such option or
right, or of any other covenants or agreements, but the same shall be and remain
in full force and effect.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties with respect to the entire subject matter hereof,
and there are no representations, inducements, promises or agreements, oral or
otherwise, not embodied herein. Any and all prior discussions, negotiations,
commitments and understandings relating thereto are merged herein. There are no
conditions precedent to the effectiveness of this Agreement other than as stated
herein, and there are no related collateral agreements existing between the
parties that are not referenced herein.
13. EXPENSES. All costs and expenses incurred by either party in
negotiating this Agreement or in consummating the transactions contemplated
hereby, except as provided herein, shall be paid by the party incurring such
expenses.
14. HEADINGS. The section headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
15. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each signed this Agreement effective on the date first set forth above.
JUPITER ENTERPRISES, INC.
------------------------------
Xxxxxxx X.X. Xxxxxx, President
BEIJING MINGHE-HAN SCIENCE AND TECHNOLOGY CO., LTD.
(a/k/a Beijing XxxxXx Xxxxxx Science and Technology Co., Ltd.)
---------------------------
Yin Mingshan, Vice Chairman
THE MINGHE-GROUP
----------------------
Yin Mingshan, Chairman
XXXXXX & XXXXXX, a Niue corporation
By:
------------------------
Xxxxxxxxx Xxxxxx, sole officer, sole director, sole beneficial owner
HAN FAMILY TRUST
-----------------------
Xxxxxxxxx Xxxx, Trustee
YIN MINGSHAN
--------------------------
Yin Mingshan, individually
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