ACQUISITION AGREEMENT
EXHIBIT
2.1
THIS
ACQUISITION AGREEMENT (this “Agreement”) is dated as of May 1, 2006, by and
among SHANXI
FUJIA COKING AND CHEMICAL COMPANY LIMITED (“FJCC”),
a
Chinese corporation and a 75% owned subsidiary of TAGALDER C3 HOLDINGS INC
(“TAGALDER”), a British Virgin Islands corporation which is in turn an 88% owned
subsidiary of NT HOLDING CORP. (NTHH), a Nevada Corporation (the
"Purchasers", “NTHH” or the “Company”),
SHANXI
JINYAN COAL AND CHEMICAL COMPANY LIMITED, a Chinese corporation (“Jinyan”
or the “Acquiree”),
and the
Shareholders of Jinyan who execute this Agreement (collectively the
“SHAREHOLDERS”)
RECITALS:
FJCC
and
Jinyan desire to complete an acquisition transaction pursuant to which FJCC
shall acquire 51% of the issued and outstanding stock of Jinyan in exchange
for
coal from FJCC valued at $5,000,000 ; and
The
Boards of Directors of FJCC, NTHH and Jinyan have each respectively approved
the
proposed transaction, and have agreed that all of the closing conditions set
forth in the Agreement have already been met; and
THE
SHAREHOLDERS are the owners of all of the issued and outstanding common stock
of
Jinyan; and
THE
PARTIES desire to make certain representations, warranties and agreements in
connection with completion of the transaction.
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE
I
THE
ACQUISITION
1.1
The
Acquisition.
At the
Closing (as hereinafter defined), FJCC shall acquire 51% of the issued and
outstanding stock of Jinyan from the SHAREHOLDERS. Consideration to be paid
by
FJCC shall be a total of $5,000,000 worth of coal produced from Yong’an coal
mine, of which FJCC owns drilling rights for 12 years. (the “Consideration”).
Jinyan was established in 1999 as a private company in Shanxi, a North Eastern
province in China. Jinyan engages in the businesses of coal processing, chemical
products manufacturing and power generation. Currently Jinyan has approximately
850 employees with an unaudited asset value of approximately $10,000,000. The
Acquisition shall take place upon the terms and conditions provided for in
this
Agreement and in accordance with applicable law.
1.2
Closing
and Effective Time.
Because
all of the provisions of this Agreement have already been met, the parties
shall
hold a closing (the "Closing") today, May 1, 2006 at 5:00 p.m. China time (the
"Effective Time").
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1
Representations
and Warranties of FJCC.
FJCC
represents and warrants to Jinyan and the SHAREHOLDERS as follows:
(a)
Organization,
Standing and Power.
FJCC is
a corporation duly organized, validly existing and in good standing under the
laws of China, has all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted, and is
duly
qualified and in good standing to do business in each jurisdiction in which
the
nature of its business or the ownership or leasing of its properties makes
such
qualification necessary.
(b)
Reserved.
(c)
Certificate
of Incorporation, Bylaws, and Minute Books.
The
copies of the Articles of Incorporation and of the Bylaws of FJCC which have
been delivered to Jinyan are true, correct and complete copies thereof. The
minute book of FJCC, which has been made available for inspection, contains
accurate minutes of all meetings and accurate consents in lieu of meetings
of
the Board of Directors (and any committee thereof) and of the shareholders
of
FJCC since the date of incorporation and accurately reflects all transactions
referred to in such minutes and consents in lieu of meetings.
(d)
Authority.
FJCC
has all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery
of
this Agreement and the consummation of the transactions contemplated hereby
have
been duly authorized by the Board of Directors of FJCC. No other corporate
or
shareholder proceedings on the part of FJCC are necessary to authorize the
Acquisition, or the other transactions contemplated hereby.
(e)
Conflict
with Other Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not result in any violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or the
loss
of a material benefit under, or the creation of a lien, pledge, security
interest or other encumbrance on assets (any such conflict, violation, default,
right of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant to any provision of the Articles of Incorporation or
Bylaws or any organizational document of FJCC or, result in any violation of
any
loan or credit agreement, note, mortgage, indenture, lease, benefit plan or
other agreement, obligation, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to FJCC which violation would have a material adverse effect on FJCC taken
as a
whole. No consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or
other governmental authority or instrumentality, domestic or foreign (a
"Governmental Entity") is required by or with respect to FJCC in connection
with
the execution and delivery of this Agreement by FJCC or the consummation by
FJCC
of the transactions contemplated hereby.
(f)
Books
and Records.
FJCC
has made and will make available for inspection by Jinyan upon reasonable
request all the books of FJCC relating to the business of FJCC. Such books
of
FJCC have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to Jinyan by FJCC are true and correct
copies, and there are no amendments or modifications thereto except as set
forth
in such documents.
(g)
Compliance
with Laws.
FJCC is
and has been in compliance in all material respects with all laws, regulations,
rules, orders, judgments, decrees and other requirements and policies imposed
by
any Governmental Entity applicable to it, its properties or the operation of
its
businesses.
(h)
SEC
Filings. NTHH,
the
88% owner of Tagalder, which is in turn the 75% owner of FJCC, has filed all
periodic reports required to be filed with the Securities and Exchange
Commission and as of the date hereof, is current in its filing
obligations.
(i)
Financial
Statements and Tax Returns.
Copies
of FJCC’s audited financial statements for the fiscal year ended December 31,
2003, its unaudited financial statements for the periods ended September 30,
2004, and of its tax return for the fiscal year 2003 have been delivered to
Jinyan.
(j)
Litigation.
There
is no suit, action or proceeding pending, or, to the knowledge of FJCC,
threatened against or affecting FJCC which is reasonably likely to have a
material adverse effect on FJCC, nor is there any judgment, decree, injunction,
rule or order of any Governmental Entity or arbitrator outstanding against
FJCC
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(k)
Tax
Returns.
FJCC
has duly filed any tax reports and returns required to be filed by it and has
fully paid all taxes and other charges claimed to be due from it by any federal,
state or local taxing authorities. There are not now any pending questions
relating to, or claims asserted for, taxes or assessments asserted upon
FJCC.
2.2
Representations
and Warranties of Jinyan.
Jinyan
represents and warrants to FJCC as follows:
(a)
Organization,
Standing and Power.
Jinyan
is a corporation duly organized, validly existing and in good standing under
the
laws of China, has all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted, and is
duly
qualified and in good standing to do business in each jurisdiction in which
the
nature of its business or the ownership or leasing of its properties makes
such
qualification necessary.
(b)
Reserved
(c)
Certificate
of Incorporation, Bylaws and Minute Books.
The
copies of the Certificate of Incorporation and of the other corporate documents
of Jinyan which have been delivered to FJCC are true, correct and complete
copies thereof. The minute books of Jinyan which have been made available for
inspection contain accurate minutes of all meetings and accurate consents in
lieu of meetings of the Board of Directors (and any committee thereof) and
of
the shareholders of Jinyan since the date of incorporation and accurately
reflect all transactions referred to in such minutes and consents in lieu of
meetings.
(d)
Authority.
Jinyan
has all requisite power to enter into this Agreement and, subject to approval
of
the proposed transaction by the holders of 100% of its ownership which are
entitled to vote to approve the proposed transaction, has the requisite power
and authority to consummate the transactions contemplated hereby. Except as
specified herein, no other corporate or shareholder proceedings on the part
of
Jinyan are necessary to authorize the Acquisition and the other transactions
contemplated hereby.
(e)
Conflict
with Agreements; Approvals.
The
execution and delivery of this Agreement does not, and the consummation of
the
transactions contemplated hereby will not, conflict with, or result in any
violation of any provision of the Certificate of Incorporation or Bylaws of
Jinyan or of any loan or credit agreement, note, mortgage, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession,
franchise, license, judgment, order, decree, statute, law, ordinance, rule
or
regulation applicable to Jinyan or its properties or assets. No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required by or with respect to Jinyan in
connection with the execution and delivery of this Agreement by Jinyan, or
the
consummation by Jinyan of the transactions contemplated hereby.
(f)
Reserved.
(g)
Books
and Records.
Jinyan
has made and will make available for inspection by FJCC upon reasonable request
all the books of account, relating to the business of Jinyan. Such books of
account of Jinyan have been maintained in the ordinary course of business.
All
documents furnished or caused to be furnished to FJCC by Jinyan are true and
correct copies, and there are no amendments or modifications thereto except
as
set forth in such documents.
(h)
Compliance
with Laws.
Jinyan
is and has been in compliance in all material respects with all laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties
or
the operation of its businesses.
(i)
Liabilities
and Obligations.
Jinyan
has no material liabilities or obligations (absolute, accrued, contingent or
otherwise) except (i) liabilities that are reflected and reserved against on
the
Jinyan financial statements that have not been paid or discharged since the
date
thereof and (ii) liabilities incurred since the date of such financial
statements in the ordinary course of business consistent with past practice
and
in accordance with this Agreement.
(j)
Litigation.
There is
no suit, action or proceeding pending, or, to the knowledge of Jinyan threatened
against or affecting Jinyan, which is reasonably likely to have a material
adverse effect on Jinyan, nor is there any judgment, decree, injunction, rule
or
order of any Governmental Entity or arbitrator outstanding against Jinyan
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(k)
Taxes.
Jinyan
has filed or will file within the time prescribed by law (including extension
of
time approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required
by law; and Jinyan has paid, or made adequate provision for the payment of
all
taxes, interest, penalties, assessments or deficiencies due and payable on,
and
with respect to such periods. Jinyan knows of (i) no other tax returns or
reports which are required to be filed which have not been so filed and (ii)
no
unpaid assessment for additional taxes for any fiscal period or any basis
therefore.
(l)
Licenses,
Permits; Intellectual Property.
Jinyan
owns or possesses in the operation of its business all material authorizations
which are necessary for it to conduct its business as now conducted. Neither
the
execution or delivery of this Agreement nor the consummation of the transactions
contemplated hereby will require any notice or consent under or have any
material adverse effect upon any such authorizations.
2.3
Representations
and Warranties of the Shareholders.
By
execution of this Agreement, each of the SHAREHOLDERS represents and warrants
to
FJCC as follows:
(a)
Ownership
Free and Clear.
The
ownership of Jinyan which he or she owns are free and clear of any liens,
claims, options, charges or encumbrances of any nature.
(b)
Unqualified
Right to Transfer ownerships.
He or
she has the unqualified right to sell, assign, and deliver the portion of the
ownership of Jinyan and, upon consummation of the transactions contemplated
by
this Agreement, FJCC will acquire good and valid title to such ownerships,
free
and clear of all liens, claims, options, charges, and encumbrances of whatsoever
nature.
(c)
Agreement
and Transaction Duly Authorized.
He or
she is authorized to execute and deliver this Agreement and to consummate the
acquisition transaction described herein. Neither the execution and delivery
of
this Agreement nor the consummation of the transactions contemplated hereby
will
constitute a violation or default under any term or provision of any contract,
commitment, indenture, other agreement or restriction of any kind or character
to which such SHAREHOLDER is a party or by which such SHAREHOLDER is
bound.
ARTICLE
III
COVENANTS
RELATING TO CONDUCT OF BUSINESS
3.1
Covenants
of Jinyan and FJCC.
During
the period from the date of this Agreement and continuing until the Effective
Time, Jinyan and FJCC each agree as to themselves (except as expressly
contemplated or permitted by this Agreement, or to the extent that the other
party shall otherwise consent in writing):
(a)
Ordinary
Course.
Each
party shall carry on its respective businesses in the usual, regular and
ordinary course in substantially the same manner as heretofore
conducted.
(b)
Dividends;
Changes in Stock.
No
party shall (i) declare or pay any dividends on or make other distributions
in
respect of any of its capital stock, or (ii) repurchase or otherwise acquire,
or
permit any subsidiary to purchase or otherwise acquire, any shares of its
capital stock.
(c)
Issuance
of Securities.
No
party shall issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock of any class, any voting
debt or any securities convertible into, or any rights, warrants or options
to
acquire, any such shares, voting debt or convertible securities.
(d)
Governing
Documents.
No
party shall amend or propose to amend its Articles of Incorporation or
Bylaws.
(e)
No
Dispositions.
Except
for the transfer of assets in the ordinary course of business consistent with
prior practice, no party shall sell, lease, encumber or otherwise dispose of,
or
agree to sell, lease, encumber or otherwise dispose of, any of its assets,
which
are material, individually or in the aggregate, to such party.
(f)
Indebtedness.
No
party shall incur any indebtedness for borrowed money or guarantee any such
indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of such party or guarantee any debt securities
of
others other than in each case in the ordinary course of business consistent
with prior practice.
3.2
Other
Actions.
No
party shall take any action that would or is reasonably likely to result in
any
of its representations and warranties set forth in this Agreement being untrue
as of the date made (to the extent so limited), or in any of the conditions
to
the Acquisition set forth in Article V not being satisfied.
ARTICLE
IV
ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS
4.1
Reserved
4.2
Access
to Information.
Upon
reasonable notice, FJCC and Jinyan shall each afford to the officers, employees,
accountants, counsel and other representatives of the other company, access
to
all their respective properties, books, contracts, commitments and records
and,
during such period, each of FJCC and Jinyan shall furnish promptly to the other
(a) a copy of each report, schedule, registration statement and other document
filed or received by it during such period pursuant to the requirements of
Federal or state securities laws and (b) all other information concerning its
business, properties and personnel as such other party may reasonably request.
Unless otherwise required by law, the parties will hold any such information
which is nonpublic in confidence until such time as such information otherwise
becomes publicly available through no wrongful act of either party, and in
the
event of termination of this Agreement for any reason each party shall promptly
return all nonpublic documents obtained from any other party, and any copies
made of such documents, to such other party.
4.3
Legal
Conditions to Acquisition.
Each of
FJCC and Jinyan shall take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on itself with respect to
the
Acquisition and will promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon any of them or
upon
any of their related entities or subsidiaries in connection with the
Acquisition. Each party shall take all reasonable actions necessary to obtain
(and will cooperate with each other in obtaining) any consent, authorization,
order or approval of, or any exemption by, any Governmental Entity or other
public or private third party, required to be obtained or made by FJCC or Jinyan
or any of their related entities or subsidiaries in connection with the
Acquisition or the taking of any action contemplated thereby or by this
Agreement.
4.4
Board
of Directors and Officers.
There
should be no change in the board of directors of Jinyan
4.5
Spin
off FJCC and Jinyan together as a separate company.
FJCC,
NTHH, Jinyan and SHAREHOLDERS agree to spin off FJCC and JInyan together as
a
separate company (“Spin Off Subsidiary”) as soon as practical and the
shareholding of Spin Off Subsidiary will be mutually agreed between FJCC, NTHH,
Jinyan and SHAREHOLDERS.
ARTICLE
V
CONDITIONS
PRECEDENT
5.1
Conditions
to Each Party's Obligation To Effect the Acquisition.
The
respective obligations of each party to effect the Acquisition shall be
conditional upon the filing, occurring or obtainment of all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by any governmental entity or by any
applicable law, rule, or regulation governing the transactions contemplated
hereby.
5.2
Conditions
to Obligations of FJCC.
The
obligation of FJCC to effect the Acquisition is subject to the satisfaction
of
the following conditions on or before the Closing Date unless waived by
FJCC:
(a)
Representations
and Warranties.
The
representations and warranties of Jinyan and of the SHAREHOLDERS set forth
in
this Agreement shall be true and correct in all material respects as of the
date
of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as
of
the Closing Date, except as otherwise contemplated by this Agreement, and FJCC
shall have received a certificate signed on behalf of Jinyan by the President
of
Jinyan and a certificate signed by each of the SHAREHOLDERS to such
effect.
(b)
Performance
of Obligations of Jinyan.
Jinyan
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and FJCC
shall have received a certificate signed on behalf of Jinyan by the President
to
such effect.
(c)
Closing
Documents.
FJCC
shall have received such certificates and other closing documents as counsel
for
FJCC shall reasonably request.
(d)
Sales
of Ownership.
SHAREHOLDERS holding 51% of the ownership of Jinyan shall have executed this
Agreement and consented to completion of the acquisition transaction described
herein.
(e)
Consents.
Jinyan
shall have obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions contemplated
hereby under any loan or credit agreement, note, mortgage, indenture, lease
or
other agreement or instrument, except those for which failure to obtain such
consents and approvals would not, in the reasonable opinion of FJCC,
individually or in the aggregate, have a material adverse effect on Jinyan
and
its subsidiaries and related entities taken as a whole upon the consummation
of
the transactions contemplated hereby. Jinyan shall also have received the
approval of its shareholders in accordance with applicable law.
(f)
Due
Diligence Review.
FJCC
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of Jinyan and shall not have
determined that any of the representations or warranties of Jinyan contained
herein are, as of the date hereof or the Closing Date, inaccurate in any
material respect or that Jinyan is otherwise in violation of any of the
provisions of this Agreement.
(g)
Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of FJCC, made in good faith, would make the
consummation of the Acquisition imprudent. In addition, there shall not be
any
other litigation or other proceeding pending or threatened against Jinyan,
the
consequences of which, in the judgment of FJCC, could be materially adverse
to
Jinyan.
(h)
Reserved.
5.3
Conditions
to Obligations of Jinyan.
The
obligation of Jinyan to effect the Acquisition is subject to the satisfaction
of
the following conditions unless waived by Jinyan:
(a)
Representations
and Warranties.
The
representations and warranties of FJCC set forth in this Agreement shall be
true
and correct in all material respects as of the date of this Agreement and
(except to the extent such representations speak as of an earlier date) as
of
the Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, Jinyan shall have received a
certificate signed on behalf of FJCC by the President to such
effect.
(b)
Performance
of Obligations of FJCC.
FJCC
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date, and Jinyan
shall have received a certificate signed on behalf of FJCC by the President
to
such effect.
(c)
Closing
Documents.
Jinyan
shall have received such certificates and other closing documents as counsel
for
Jinyan shall reasonably request.
(d)
Consents.
FJCC
shall have obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions contemplated
hereby.
(e)
Due
Diligence Review.
Jinyan
shall have completed to its reasonable satisfaction a review of the business,
operations, finances, assets and liabilities of FJCC and shall not have
determined that any of the representations or warranties of FJCC contained
herein are, as of the date hereof or the Closing Date, inaccurate in any
material respect or that FJCC is otherwise in violation of any of the provisions
of this Agreement.
(f)
Pending
Litigation.
There
shall not be any litigation or other proceeding pending or threatened to
restrain or invalidate the transactions contemplated by this Agreement, which,
in the sole reasonable judgment of Jinyan, made in good faith, would make the
consummation of the Acquisition imprudent. In addition, there shall not be
any
other litigation or other proceeding pending or threatened against FJCC the
consequences of which, in the judgment of Jinyan, could be materially adverse
to
FJCC.
ARTICLE
VI
TERMINATION
AND AMENDMENT
6.1
Termination.
This
Agreement may be terminated at any time prior to the Effective
Time:
(a)
by
mutual
consent of FJCC and Jinyan;
(b)
by
either
FJCC or Jinyan if there has been a material breach of any representation,
warranty, covenant or agreement on the part of the other set forth in this
Agreement which breach has not been cured within five (5) business days
following receipt by the breaching party of notice of such breach, or if any
permanent injunction or other order of a court or other competent authority
preventing the consummation of the Acquisition shall have become final and
non-appealable; or
(c)
Reserved.
6.2
Effect
of Termination.
In the
event of termination of this Agreement by either Jinyan or FJCC as provided
in
Section 6.1, this Agreement shall forthwith become void and there shall be
no
liability or obligation on the part of any party hereto. In such event, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
6.3
Amendment.
This
Agreement may be amended by mutual agreement of FJCC, Jinyan and the
SHAREHOLDERS, provided that in the case of FJCC and Jinyan, any such amendment
must authorized by their respective Boards of Directors, and to the extent
required by law, approved by their respective shareholders. Any such amendment
must be by an instrument in writing signed on behalf of each of the parties
hereto.
6.4
Extension;
Waiver.
At any
time prior to the Effective Time, the parties hereto, by action taken or
authorized by their respective Board of Directors, may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligations
or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to
any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.
ARTICLE
VII
GENERAL
PROVISIONS
7.1
Survival
of Representations, Warranties and Agreements.
All of
the representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective
Time
for a period of three years from the date of this Agreement.
7.2
Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed) or mailed
by registered or certified mail (return receipt requested) to the parties at
the
following addresses (or at such other address for a party as shall be specified
by like notice):
(a)
If
to
FJCC:
0xx
Xxxxx,
Xx. 000
Xxxxxxxx
Xxxx
Xxxxxxx
Xxxx
Xxxx
(b)
If
to
Jinyan:
Xx.
0
Xxxxxx Xxxx
Xxxxxx
Xxxxxxxxxx Xxxx
Xxxxxx
City
Shanxi
Province 032300
(c)
If
to the
SHAREHOLDER, at the address of Jinyan.
7.3
Interpretation.
When a
reference is made in this Agreement to Sections, such reference shall be to
a
Section of this Agreement unless otherwise indicated. The headings contained
in
this Agreement are for reference purposes only and shall not affect in any
way
the meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed
to be
followed by the words "without limitation". The phrase "made available" in
this
Agreement shall mean that the information referred to has been made available
if
requested by the party to whom such information is to be made
available.
7.4
Counterparts.
This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to
the
other parties, it being understood that all parties need not sign the same
counterpart.
7.5
Entire
Agreement; No Third Party Beneficiaries; Rights of
Ownership.
This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other
than
the parties hereto any rights or remedies hereunder.
7.6
Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Nevada without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any Nevada state court or
any
federal court in the State of Nevada in respect of any suit, action or
proceeding arising out of or relating to this Agreement, and irrevocably accept
for themselves and in respect of their property, generally and unconditionally,
the jurisdiction of the aforesaid courts.
7.7
No
Remedy in Certain Circumstances.
Each
party agrees that, should any court or other competent authority hold any
provision of this Agreement or part hereof or thereof to be null, void or
unenforceable, or order any party to take any action inconsistent herewith
or
not to take any action required herein, the other party shall not be entitled
to
specific performance of such provision or part hereof or thereof or to any
other
remedy, including but not limited to money damages, for breach hereof or thereof
or of any other provision of this Agreement or part hereof or thereof as a
result of such holding or order.
7.8
Publicity.
Except
as otherwise required by law or the rules of the SEC, so long as this Agreement
is in effect, no party shall issue or cause the publication of any press release
or other public announcement with respect to the transactions contemplated
by
this Agreement without the written consent of the other party, which consent
shall not be unreasonably withheld.
7.9
Assignment.
Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject
to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the parties and their respective successors
and
assigns.
IN
WITNESS WHEREOF,
this
Acquisition Agreement has been signed by the parties set forth below as of
the
date set forth above.
By:
/s/ Xxxx Xx
Xxxx
XXXX XX XXXX, Authorized Officer
Date:
Xxxx 0, 0000
XXXXXX
XXXXX COKING AND CHEMICAL COMPANY LIMITED
By:
/s/ Wang
Erjin
WANG ERJIN, Authorized Officer
Date:
May
1, 2006
SHANXI
JINYAN COAL AND CHEMICAL COMPANY LIMITED
SHAREHOLDER:
By:
/s/ Wan
Kexiao
WAN KEXIAO
SHAREHOLDER:
By:
/s/ Wen
Xxxxxxx
XXX KEZHONG
