Contract
Exhibit
2.1
This
Business
Acquisition Agreement (“Agreement”) is entered into by and between the
following Parties as of July 31st, 2009, in Shenzhen:
(1)
Shenzhen Newway Digital S&T Co.,LTD (“Newway” or “Seller”)
(2)
Shenzhen Xinguochuang Information Technology Co. LTD (“XGC IT”or
“Buyer”)
AND
(3)
Jingwei International Limited (“JINGWEI”)
WHEREAS:
(1)
JINGWEI is a company registered under the laws of Nevada. It is listed on OTCBB
and operates its telecom-related businesses in mainland China. Shenzhen XGC IT,
a 100%-owned subsidiary of JINGWEI, is registered under the laws of
China.
(2)
Newway is a company registered in Shenzhen under the laws of China.
(3)
Newway is willing to sell and XGC IT is willing to buy the value added service
and Channel sales business of Newway.
Now,
THEREFORE, THIS AGREEMENT WITNESSE that in consideration of the premises and
mutual covenants and provisions herein contained, reached the following terms
and conditions:
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1.
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Acquisition
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The
Seller will sell and the Buyer will buy the value-added service and Channel
sales of Newway. The acquired value-added service includes: WAP (Wireless
Application Protocol), IVR (Interactive Voice Respons), Game download, Color
ring, SMS (Short Messaging Service).
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2.
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Payment:
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The Buyer
agreed to pay the Seller an acquisition fee of RMB 45,000,000.00 in the forms of
both cash and shares. From the effective date of this Agreement, all value-added
service and relevant Channel sales businesses of the Seller will be transferred
to the Buyer.
2.1
Payment in Cash:
The total
amount in cash payment is 22.5 million. The Buyer shall pay the Seller 10
million within 1 month and another 12.5 million within 3 month from the
effective date of this Agreement. The Seller agrees that the net income made by
the acquisition business will be not less than XXX 00 million in the following 2
years from the effective date.
2.2
Payment in JINGWEI shares:
The
remaining 22.5 million shall be paid in shares with a par value at $1 per share.
The lock-up period of shares is 1 year, from July 31st, 2009
to 30th, June,
2010. The shares will be granted to the Seller provided that the term 2.1 and
the following two requests are entirely executed:
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a）
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The
acquired value-added business shall make no less than RMB 30million in
sales revenue and no less than RMB 15 million in net income for the first
fiscal year ending 06/30/2010.
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b）
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The
acquired value-added business shall make no less than RMB 40million in
sales revenue and no less than RMB 15million in net income for the second
fiscal year ending 06/30/2011.
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2.3 If
the acquired value-added business makes more than RMB10 million in net income,
but less than RMB15 million for the first fiscal year ending 06/30/2010, the
number of JINGWEI shares to be granted to the Seller will be reduced by half. If
the net income is more than RMB8 million but less than XXX 00 million, no
JINGWEI shares will be granted.
2.4 If
the acquired value-added business makes less than RMB 8 million in net income
for the first fiscal year ending 06/30/2010, no JINGWEI shares will be granted,
and the Seller shall return RMB 6.25 million in cash to the Buyer no later than
09/30/2010.
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3.
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Confidentiality
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Each
party agrees to maintain the trust and confidentiality of all business,
marketing, technology and agrees that it shall be used only for the contemplated
purpose, and shall not be used for any other purpose or disclosed to any third
party under any circumstances whatsoever.
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4.
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General
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4.1 No
amendment, modifications or rescission of this Agreement shall be effective
unless set forth in writing signed by a duly authorized representative of each
Party.
4.2 This
Agreement shall be governed by, interpreted, and enforced in accordance with the
substantive laws of the People’s Republic of China.
4.3 The
parties agree that they shall use their best efforts to resolve amicably any
dispute or difference arising from or in connection with this Agreement. If the
parties are unable to settle the dispute or difference within 30 days from the
delivery by any party of a notice confirming the existence of the dispute, any
party may submit the dispute to Shenzhen Arbitration Commission for arbitration
in accordance with its rules and procedures.
4.4 This
Agreement shall become effective on the date when the Parties signed this
Agreement.
IN
WITNESS WHEREOF, the parties, by their duly authorized signatories, have
executed this Agreement.
Jingwei
International Limited
Authorized
Signature
CEO
Title
8th,June,
2009
Date
Shenzhen
Xinguochuang Information Technology Co. LTD
Authorized
Signature
Manager
Title
8th,June,
2009
Date
Shenzhen
Newway Digital S&T Co.,LTD
Authorized
Signature
Representative
Title
8th,June,
2009
Date
