Exhibit 10.5
ASSETS AND SHARE EXCHANGE AGREEMENT
THIS ASSETS AND SHARE EXCHANGE AGREEMENT is dated the 2nd of April, 2001.
BETWEEN : CHANGZHOU BROADWAY GROUP CO. LTD, whose address is Xx. 00,
Xxxxxxxxx Xxxx, Xxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxx.
( hereinafter referred to as " OLD CHANGZHOU " ),
AND : CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CO. LTD, with its business
address at 0xx xxxxx, Xxxxxx Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxxxx,
Xxxxxxxxx, Jiangsu, China.
( hereinafter referred to as " NEW CHANGZHOU " ).
WHEREAS : OLD CHANGZHOU has established a reputable real estate development
business with sizeable assets, and it now wishes to transfer some of its assets
into another real estate development company with aggressive management skills,
in exchange for majority control of such a company.
WHEREAS : NEW CHANGZHOU is a newly formed company that has an aggressive
management team to take real estate projects to high levels within China, and it
now wishes to join with another real estate development company that has
significant assets, in order to expedite its financial goals.
NOW
WHEREAS: OLD CHANGZHOU and NEW CHANGZHOU wish to incorporate their mutual
assets, whereby OLD CHANGZHOU will transfer certain assets mentioned below, to
NEW CHANGZHOU, and in return NEW CHANGZHOU will issue common shares to OLD
CHANGZHOU and certain designated individuals of OLD CHANGZHOU.
NOW THEREFORE, in consideration of the mutual terms and conditions contained
herein, the parties hereby agree as follows :
SECTION 1 - SCOPE OF THE AGREEMENT
1.00 This agreement covers within its scope all phases of the transfer of the
assets by OLD CHANGZHOU to NEW CHANGZHOU, and the issuance of common shares
of NEW CHANGZHOU to OLD CHANGZHOU and its designated individuals.
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SECTION 2 - OBLIGATIONS OF OLD CHANGZHOU
2.00 OLD CHANGZHOU will transfer 7.56 hectares of prime development land to NEW
CHANGZHOU. Such land is estimated to be worth 21,728,960 RMB ( for an
exchange rate at this date of US$1: 8.2777 RMB, the land would be worth
US$2,625,000 ). Such a transfer will be effected no later than December 31,
2002.
2.01 OLD CHANGZHOU guarantees that the land being transferred, is free and clear
of all financial encumbrances.
2.02 OLD CHANGZHOU guarantees that the valuation of the land being transferred,
is stated at cost and not market value at the date of the above transfer.
2.03 OLD CHANGZHOU guarantees that the land being transferred is in no way
contaminated, and that such land could be used for housing and other
development purposes on an immediate basis after the necessary permits are
issued.
2.04 OLD CHANGZHOU warrants that to the best of its knowledge, there are no
hindrances to applying for development permits for the land being
transferred.
2.05 When and if necessity demands, OLD CHANGZHOU will provide the necessary
working capital to NEW CHANGZHOU on a short term basis to be mutually
decided between the parties.
2.06 The necessary license to develop the land will be loaned free of charge to
NEW CHANGZHOU until such time when NEW CHANGZHOU has its own license.
During the loan period, all liabilities, legal or otherwise, would be the
sold responsibility of NEW CHANGZHOU.
SECTION 3 - OBLIGATIONS OF NEW CHANGZHOU
3.00 In exchange for the land being transferred by OLD CHANGZHOU mentioned in
Section 2 above, NEW CHANGZHOU would allot and issue 2,625,000 of its
common shares to OLD CHANGZHOU.
3.01 NEW CHANGZHOU to provide the necessary management to develop the assets
being transferred, and propel the Company to the next level as soon as
possible.
3.02 NEW CHANGZHOU will manage the assets wisely.
SECTION 4 - OTHER MATTERS
4.00 INDEPENDENCE Nothing contained herein shall be deemed or construed to
create between the parties a partnership or joint venture. Neither party
shall have the authority to act on behalf or bind the other party.
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4.01 Any notice or other communication required or permitted hereunder shall be
made in writing, and shall be deemed to have been given if placed in the
mail, registered and certified, postage prepaid, addressed to the other
party.
4.02 CHOICE OF LAW AND ARBITRATION This Agreement shall be governed in
accordance with the laws of the People's Republic of China force and
effect. In the event of any dispute arising between the parties concerning
this Agreement or its enforceability, the same shall be settled by a single
arbitrator pursuant to the provisions of the Arbitration Act of the
People's Republic of China, or any similar legislation then in force.
4.03 AGREEMENT, MODIFICATION, WAIVER AND HEADINGS This Agreement constitutes the
entire agreement between the parties hereto pertaining to the subject
matter herein and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions among the parties, written or
otherwise. No supplement, modification or waiver or termination of this
Agreement shall be binding unless executed in writing by the party to be
bound thereby.
4.04 The terms and provisions herein shall be binding on and inure to the
benefit of the parties hereto, and their respective transferees, successors
and assigns.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be effective
all as of the date set forth above.
Signed, Sealed and Delivered
by OLD CHANGZHOU
in the presence of : CHANGZHOU BROADWAY GROUP CO.
LTD
Ye Xxxx Xxxx /s/ Xxxxxxx Xxxxx
________________________ _________________________________
Witness President
0xx Xxxxx, Xxxxxx Xxxxxxxxxx Xxxxxxx
Xxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx,
Xxxxx
________________________
Address
320404741202122
________________________
I.D. Number
Signed, Sealed and Delivered
by NEW CHANGZHOU
in the presence of : CHANGZHOU BROADWAY BUSINESS DEVELOPMENT
CO. LTD.
Ye Xxxx Xxxx /s/ Xxxxxxx Xxxxx
________________________ _________________________________
Witness President
0xx Xxxxx, Xxxxxx Xxxxxxxxxx Xxxxxxx
Xxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx,
Xxxxx
________________________
Address
320404741202122
________________________
I.D. Number
4
