AGREEMENT FOR SHARE EXCHANGE
Exhibit
99.1
THIS
AGREEMENT FOR SHARE EXCHANGE (this “Agreement”), dated as of the 1st day of
April 2010, is by and among China Transportation International Holdings Group
Limited, a Nevada corporation (“China Transportation”), and Eminent Promise
Limited, a corporation incorporated under the laws of the British Virgin Islands
(“Eminent Promise”), the Shareholders of Eminent Promise listed in Exhibit A who execute
this Agreement (the “Eminent Promise Shareholders”), and Xx. Xxxxxxx Xxx,
individually (collectively referred to as the
“Parties”).
RECITALS
WHEREAS, China Transportation and
Eminent Promise desire to complete a share exchange transaction pursuant to
which China Transportation shall acquire all of the issued and outstanding
common stock of Eminent Promise in exchange for the issuance of 14,700,000
shares of restricted common stock of China Transportation to the Eminent Promise
Shareholders; and
WHEREAS, the Board of Directors of
China Transportation and the Board of Directors of Eminent Promise have each
approved the proposed transaction, contingent upon satisfaction prior to closing
of all of the terms and conditions of this Agreement; and
WHEREAS, the Eminent Promise
Shareholders are the owners of all of the issued and outstanding common stock of
Eminent Promise; and
WHEREAS, the Parties desire to make
certain representations, warranties and agreements in connection with completion
of the proposed share exchange 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
EXCHANGE
1.1
The
Exchange. At the Closing (as hereinafter defined), China
Transportation shall acquire all of the issued and outstanding common stock of
Eminent Promise from the Eminent Promise Shareholders. Consideration to be
issued by China Transportation shall be a total of 14,700,000 restricted shares
of its common stock (the “Exchange Shares”) issued to the Eminent Promise
Shareholders in the amounts and percentages set forth in Exhibit B in exchange
for 100% of the issued and outstanding common stock of Eminent Promise (the
“Exchange”). The Exchange shall take place upon the terms and
conditions provided for in this Agreement and in accordance with applicable law.
Immediately following completion of the share exchange transaction through
issuance of the Exchange Shares, China Transportation shall have a total of
20,000,000 shares of its common stock issued and outstanding.
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1.2
Closing and Effective
Time. Subject to the provisions of this Agreement, the Parties
shall hold a closing (the "Closing") on (i) the first business day on which the
last of the conditions set forth in Article V to be fulfilled prior to the
Closing is fulfilled or waived or (ii) such other date as the Parties hereto may
agree (the "Closing Date"), at such time and place as the Parties hereto may
agree. Such date shall be the date of Exchange (the "Effective
Time").
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Representations and
Warranties of China Transportation. China Transportation
represents and warranties to Eminent Promise as follows:
(a) Organization, Standing and
Power. China Transportation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, 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) Capital Structure. As
of the date of execution of this Agreement, the authorized capital stock of
China Transportation consists of (a) 300,000,000 shares of Common Stock, of
which 20,000,000 shares are issued and outstanding, and (b) 30,000,000 shares of
preferred stock, par value $0.001 per share, none of which are issued and
outstanding. The Exchange Shares to be issued pursuant to this Agreement shall
be, when issued pursuant to the terms of the resolution of the Board of
Directors of China Transportation approving such issuance, validly issued, fully
paid and nonassessable and not subject to preemptive rights. Except
as otherwise specified herein, as of the date of execution of this Agreement,
there are no other options, warrants, calls, agreements or other rights to
purchase or otherwise acquire from China Transportation at any time, or upon the
happening of any stated event, any shares of the capital stock of China
Transportation whether or not presently issued or outstanding. There are no
registration rights, and there is no voting trust, proxy, rights plan,
anti-takeover plan or other agreement or understanding to which China
Transportation is a party or by which it is bound with respect to any equity
security of any class of China Transportation, and there are no agreements to
which China Transportation is a party, or which China Transportation has
knowledge of, which conflict with this Agreement or the transactions
contemplated herein or otherwise prohibit the consummation of the transactions
contemplated hereunder.
(c) Certificate of
Incorporation; Bylaws. The copies of the Articles of
Incorporation and of the Bylaws of China Transportation which have been
delivered to Eminent Promise and attached hereto as Schedule 2.1 (c) are
true, correct and complete copies thereof. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of China Transportation’s
Articles of Incorporation or the Bylaws.
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(d) Authority. China
Transportation 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 China Transportation. No other corporate or shareholder
proceedings on the part of China Transportation are necessary to authorize the
Exchange, 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 China
Transportation 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 China Transportation
which violation would have a material adverse effect on China Transportation
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 China
Transportation in connection with the execution and delivery of this Agreement
by China Transportation or the consummation by China Transportation of the
transactions contemplated hereby.
(f) Books and
Records. China Transportation has made and will make available
for inspection by Eminent Promise upon reasonable request all the books of China
Transportation relating to the business of China Transportation. Such books of
China Transportation have been maintained in the ordinary course of
business. All documents furnished or caused to be furnished to
Eminent Promise by China Transportation are true and correct copies, and there
are no amendments or modifications thereto except as set forth in such
documents.
(g) Compliance with
Laws. China Transportation 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. China Transportation is a reporting Company
with the Securities and Exchange Commission and is current in all of its
required reporting obligations.
(i) Liabilities. China
Transportation has no outstanding liabilities as of the date of execution of the
Agreement.
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(j)
Litigation. There
is no suit, action or proceeding pending, or, to the knowledge of China
Transportation, threatened against or affecting China Transportation which is
reasonably likely to have a material adverse effect on China Transportation, nor
is there any judgment, decree, injunction, rule or order of any Governmental
Entity or arbitrator outstanding against China Transportation having, or which,
insofar as reasonably can be foreseen, in the future could have, any such
effect.
(k) Tax
Returns. China Transportation 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 China
Transportation.
(l)
Information. The
information concerning China Transportation set forth in this Agreement, the
schedules to this Agreement and the China Transportation SEC reports is complete
and accurate in all material respects and does not contain any untrue statements
of a material fact or omit to state a material fact required to make the
statements made, in light of the circumstances under which they were made, not
misleading. In addition, China Transportation has fully disclosed in
writing to Eminent Promise and Eminent Promise Shareholders (through this
Agreement or the schedules to this Agreement) all information relating to
matters involving China Transportation or its assets or its present or past
operations or activities which: (i) indicated or may indicate, in the aggregate,
the existence of a greater than $1,000 liability, (ii) have led or may lead to a
competitive disadvantage on the part of China Transportation or (iii) either
alone or in aggregation with other information covered by this Section,
otherwise have led or may lead to material adverse effect, including, but not
limited to, information relating to governmental, employee, environmental,
litigation and securities matters or proceedings and transactions with
affiliates.
(m)
Absence of Certain Changes
or Events. Since the date of the most recent China
Transportation balance sheet included in the China Transportation SEC
reports:
(1) there
has not been: (i) any material adverse change in the business, operations,
properties, assets or condition of China Transportation or (ii) any damage,
destruction or loss to China Transportation (whether or not covered by
insurance) materially and adversely affecting the business, operations,
properties, assets or condition of China Transportation;
(2) China
Transportation has not: (i) amended its Articles of Incorporation or Bylaws
except as required by this Agreement; (ii) declared or made, or agreed to
declare or make any payment of dividends or distributions of any assets of any
kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase
or redeem, any of its capital stock; (iii) waived any rights of value which in
the aggregate are outside of the ordinary course of business or material
considering the business of China Transportation; (iv) made any material change
in its method of management, operation, or accounting; (v) entered into any
transactions or agreements of any kind or nature; (vi) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or
employee; (vii) increased the rate of compensation payable or to become payable
by it to any of its officers or directors or any of its salaried employees whose
monthly compensation exceed $1,000; or (viii) made any increase in any profit
sharing, bonus, deferred compensation, insurance, pension, retirement, or other
employee benefit plan, payment, or arrangement, made to, for or with its
officers, directors, or employees;
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(3) China
Transportation has not: (i) granted or agreed to grant any options, warrants, or
other rights for its stock, bonds, or other corporate securities calling for the
issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or
become subject to, any material obligation or liability (absolute or
contingent); (iii) paid or agreed to pay any material obligations or liabilities
(absolute or contingent) other than current liabilities reflected in or shown on
the most recent China Transportation balance sheet and current liabilities
incurred since that date in the ordinary course of business and professional and
other fees and expenses in connection with the preparation of this Agreement and
the consummation of the transaction contemplated hereby; (iv) sold or
transferred, or agreed to sell or transfer, any of its assets, properties, or
rights, or canceled, or agreed to cancel, any debts or claims; (v) made or
permitted any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or termination is material, considering
the business of China Transportation; or (vi) issued, delivered or agreed to
issue or deliver, any stock, bonds or other corporate securities including
debentures (whether authorized and unissued or held as treasury stock), except
in connection with this Agreement; and
(4) to
its knowledge, China Transportation has not become subject to any law or
regulation which materially and adversely affects, or in the future, may
adversely affect, the business, operations, properties, assets or condition of
Eminent Promise.
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(n)
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Contracts. Except
for the material contracts disclosed in Schedule 2.1
(n):
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(1) China
Transportation is not a party to, and its assets or properties are not bound by,
any contract, franchise, agreement, debt instrument or other commitments whether
such agreement is in writing or oral;
(2) China
Transportation is not a party to or bound by, and the properties of China
Transportation are not subject to any contract, agreement, other commitment or
instrument; any charter or other corporate restriction; or any judgment, order,
writ, injunction, decree, or award; and
(3) China
Transportation is not a party to any oral or written: (i) contract for the
employment of any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or retirement plan,
(iii) agreement, contract, or indenture relating to the borrowing of money, (iv)
guaranty of any obligation, (vi) collective bargaining agreement; or (vii)
agreement with any present or former officer or director of China
Transportation.
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(o) No Conflict With Other
Instruments. The execution of this Agreement and the
consummation of the transactions contemplated hereby and thereby will not result
in the breach of any term or provision of, constitute a default under, or
terminate, accelerate or modify the terms of, any China Transportation material
contracts or otherwise have a material adverse effect.
(p) Filings, Consents and
Approvals. China Transportation is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other foreign, federal, state, local
or other governmental authority or other person or entity in connection with the
execution, delivery and performance by China Transportation of this Agreement or
any document or instrument contemplated hereby or thereby, except as expressly
contemplated herein.
(q) Material Transactions or
Affiliations. Except as disclosed in the China Transportation
SEC reports or on the schedules to this Agreement, there exists no contract,
agreement or arrangement between China Transportation and any predecessor and
any person or entity who was at the time of such contract, agreement or
arrangement an officer, director, or person owning of record or known by China
Transportation to own beneficially, 5% or more of the issued and outstanding
common stock of China Transportation and which is to be performed in whole or in
part after the date hereof or was entered into not more than three years prior
to the date hereof. Neither any officer, director, nor 5%
stockholders of China Transportation has, or has had since inception of China
Transportation, any known interest, direct or indirect, in any such transaction
with China Transportation which was material to the business of China
Transportation. China Transportation has no commitment, whether
written or oral, to lend any funds to, borrow any money from, or enter into any
other transaction with, any such affiliated person.
(r) Bank Accounts; Power of
Attorney. Set forth on Schedule 2.1 (r) is a
true and complete list of: (a) all accounts with banks, money market mutual
funds or securities or other financial institutions maintained by China
Transportation within the past twelve (12) months, the account numbers thereof,
and all persons authorized to sign or act on behalf of China Transportation, (b)
all safe deposit boxes and other similar custodial arrangements maintained by
China Transportation within the past twelve (12) months, (c) the check ledger
for the last 12 months, and (d) the names of all persons holding powers of
attorney from China Transportation or who are otherwise authorized to act on
behalf of China Transportation with respect to any matter, other than its
officers and directors, and a summary of the terms of such powers or
authorizations.
(s) Valid
Obligation. This Agreement and all agreements and other
documents executed by China Transportation in connection herewith and therewith
constitute the valid and binding obligation of China Transportation, enforceable
in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
(t) Title to
Property. China Transportation does not own or lease any real
property or personal property. There are no options or other
contracts under which China Transportation has a right or obligation to acquire
or lease any interest in real property or personal property.
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(u) Questionable
Payments. Neither China Transportation nor, to China
Transportation’s knowledge, any of its current or former stockholders,
directors, officers, employees, agents or other persons or entities acting on
behalf of China Transportation, has on behalf of China Transportation or in
connection with China Transportation’s business: (a) used any corporate funds
for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (b) made any direct or indirect unlawful
payments to any governmental officials or employees from corporate funds; (c)
established or maintained any unlawful or unrecorded fund of corporate monies or
other assets; (d) made any false or fictitious entries on the books and records
of China Transportation; or (e) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment of any
nature.
(v) Solvency. China
Transportation has not: (a) made a general assignment for the benefit of
creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing
of any involuntary petition by its creditors; (c) suffered the appointment of a
receiver to take possession of all, or substantially all, of its assets; (d)
suffered the attachment or other judicial seizure of all, or substantially all,
of its assets; (e) admitted in writing its inability to pay its debts as they
come due; or (f) made an offer of settlement, extension or composition to its
creditors generally.
(w) OFAC. None
of China Transportation nor, to the knowledge of China Transportation, any
director, officer, agent, employee, affiliate or person acting on behalf of
China Transportation, is currently subject to any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and China Transportation has not heretofore engaged in any transaction to lend,
contribute or otherwise make available its funds or the funds of any joint
venture partner or other person or entity towards any sales or operations in
Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for
the purpose of financing the activities of any person or entity currently
subject to any U.S. sanctions administered by OFAC.
(x) Employees; Consultants,
etc.. Except as disclosed in the China Transportation SEC
reports, China Transportation has no employees, officers, directors, agents or
consultants. China Transportation maintains no employee benefit plans
or programs of any kind or nature.
(y) Insurance. China
Transportation does not hold or maintain, nor is China Transportation obligated
to hold or maintain, any insurance on behalf for itself or its assets or for any
officer, director, employee or stockholder of China Transportation.
2.2
Representations and
Warranties of Eminent Promise. Eminent Promise represents and
warrants to China Transportation as follows:
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(a) Organization, Standing and
Power. Eminent Promise is a corporation duly organized,
validly existing and in good standing under the laws of the British Virgin
Islands, 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) Subsidiary. Eminent
Promise is the registered and beneficial owner of 100% of the issued and
outstanding capital stock of Tone Express (HK) Limited, a corporation
incorporated under the laws of Hong Kong (“Tone Express”) and has no other
direct subsidiaries. Tone Express is the registered and beneficial
owner of 100% of the issued and outstanding capital stock of Yiyang Tone Express
(HK) Limited, a corporation incorporated under the laws of the Peoples Republic
of China (“PRC”) (“Yiyang Tone Express”) and has no other direct
subsidiaries. Yiyang Tone Express has entered into a series of
contractual agreements with Yiyang Xiangyun Group Company Limited (“Yiyang
Group”), as more fully described in Section 2.2(m) herein.
(c) Capital
Structure. The authorized capital stock of Eminent Promise
consists of 50,000 shares of common stock, par value US$1.00 per share. As of
the date of execution of this Agreement, Eminent Promise has a total of 40,000
shares of common stock issued and outstanding. All outstanding shares
of Eminent Promise stock are validly issued, fully paid and nonassessable and
not subject to preemptive rights or other restrictions on
transfer. All of the issued and outstanding shares of Eminent Promise
were issued in compliance with all applicable securities laws. Except
as otherwise specified herein, there are no options, warrants, calls, agreements
or other rights to purchase or otherwise acquire from Eminent Promise at any
time, or upon the happening of any stated event, any shares of the capital stock
of Eminent Promise.
(d) Certificate of
Incorporation, Bylaws and Minute Books. The copies of the
Articles of Incorporation and of the other corporate documents of Eminent
Promise which have been delivered to China Transportation are true, correct and
complete copies thereof. The minute books of Eminent Promise 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 Eminent Promise since the date of
incorporation and accurately reflect all transactions referred to in such
minutes and consents in lieu of meetings.
(e) Authority. Eminent
Promise has all requisite power to enter into this Agreement and, subject to
approval of the proposed transaction by the holders of 100% of its issued and
outstanding shares 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 Eminent Promise are
necessary to authorize the Exchange and the other transactions contemplated
hereby.
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(f) 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 Eminent Promise 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 Eminent Promise 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 Eminent Promise in connection with the execution and delivery
of this Agreement by Eminent Promise, or the consummation by Eminent Promise of
the transactions contemplated hereby.
(g) Financial Statements.
On or before the date of Closing hereunder, Eminent Promise shall have delivered
to China Transportation audited financial statements for its operating
affiliate, Yiyang Group, for the fiscal years ended December 31, 2009 and
December 31, 2008, audited in accordance with US Generally Accepted Accounting
Principals (“GAAP”).
(h) Books and
Records. Eminent Promise has made and will make available for
inspection by China Transportation upon reasonable request all the books of
account, relating to the business of Eminent Promise. Such books of
account of Eminent Promise have been maintained in the ordinary course of
business. All documents furnished or caused to be furnished to China
Transportation by Eminent Promise are true and correct copies, and there are no
amendments or modifications thereto except as set forth in such
documents.
(i) Compliance with
Laws. Eminent Promise 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.
(j) Liabilities and
Obligations. Eminent Promise has no material liabilities or
obligations (absolute, accrued, contingent or otherwise) except (i) liabilities
that are reflected and reserved against on the Eminent Promise’s financial
statements which are to be delivered to China Transportation pursuant to
subparagraph (f) above, 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.
(k) Litigation. There
is no suit, action or proceeding pending, or, to the knowledge of Eminent
Promise threatened against or affecting Eminent Promise, which is reasonably
likely to have a material adverse effect on Eminent Promise, nor is there any
judgment, decree, injunction, rule or order of any Governmental Entity or
arbitrator outstanding against Eminent Promise having, or which, insofar as
reasonably can be foreseen, in the future could have, any such
effect.
(l) Taxes. Eminent
Promise 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 Eminent Promise 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. Eminent Promise 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.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
9
(m) Licenses, Permits,
Authorizations. Eminent Promise 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. Eminent Promise, through its
subsidiary, Yiyang Tone Express, is a party to a set of contractual agreements
with Yiyang Group, a corporation organized under the laws of the PRC, including
a Exclusive Management and Consulting and Services Agreement, an Operating
Agreement, a Power of Attorney, an Exclusive Option Agreement and an Equity
Pledge Agreement pursuant to which Yiyang Tone Express has voting
control over Yiyang Group, has the exclusive right and option to acquire all of
the equity interests in Yiyang Group, and has the right to advise, consult,
manage and operate Yiyang Group and to collect 100% of the net profit of Yiyang
Group. As a result of this set of contractual agreements Eminent
Promise is deemed to be principally engaged, through Yiyang Group, in the
business of transportation in the People’s Republic of China.
(n) Law of Peoples Republic of
China. Eminent Promise’s
Corporate Structure is not in violation of any laws, rules, or regulations of
the Peoples Republic of China.
2.3 Representations and
Warranties of the Eminent Promise Shareholders. By execution of this
Agreement, each of the Eminent Promise Shareholders represents and warrants to
China Transportation as follows:
(a) Shares Free and
Clear. The shares of Eminent Promise 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 Shares. He or she has the unqualified right to
sell, assign, and deliver the portion of the shares of Eminent Promise specified
on Exhibit A
and, upon consummation of the transactions contemplated by this Agreement, China
Transportation will acquire good and valid title to such shares, 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 share exchange 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.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
10
ARTICLE
III
COVENANTS
RELATING TO CONDUCT OF BUSINESS
3.1 Covenants of Eminent Promise
and China Transportation. During the period from the date of
this Agreement and continuing until the Effective Time, Eminent Promise and
China Transportation 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. With the exception of an amendment to the Articles
of Incorporation of China Transportation to complete a change of the company’s
name to “China Transportation International Holdings Group”, 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 Exchange set forth in Article V not
being satisfied.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
11
ARTICLE
IV
ADDITIONAL
AGREEMENTS AND RELATED TRANSACTIONS
4.1 Restricted China
Transportation Shares. The Exchange Shares will not be
registered under the Securities Act of 1933 (the “Securities Act”), but will be
issued pursuant to applicable exemptions from such registration requirements for
transactions not involving a public offering and/or for transactions which
constitute “offshore transactions” as defined in Regulation S under the
Securities Act. Accordingly, the Exchange Shares will constitute
"restricted securities" for purposes of the Securities Act and the holders of
Exchange Shares will not be able to transfer such shares except upon compliance
with the registration requirements of the Securities Act or in reliance upon an
available exemption therefrom. The certificates evidencing the
Exchange Shares shall contain a legend to the foregoing effect and the holders
of such shares shall deliver at Closing an Investment Letter acknowledging the
fact that the Exchange Shares are restricted securities and agreeing to the
foregoing transfer restrictions.
4.2 Access to
Information. Upon reasonable notice, China Transportation and
Eminent Promise 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 China Transportation and Eminent Promise 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
Exchange. Each of China Transportation and Eminent Promise
shall take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on itself with respect to the Exchange 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 Exchange. 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 China Transportation or Eminent
Promise or any of their related entities or subsidiaries in connection with the
Exchange or the taking of any action contemplated thereby or by this
Agreement.
4.4 China Transportation Board
of Directors and Officers. The current officers of the China
Transportation shall resign as of the Closing Date after appointment of
successors designated by Eminent Promise. Xxxxx Xxxxxx shall resign as a
Director of the Company as of Closing Date and shall appoint Xx. Xxxxxxx Xxx as
a director of the Company to fill the vacancy created by his
resignation. Xxxx Xxxxxx shall resign as a director of the Company as
soon as permissible following compliance with Rule 14f-1 under the Exchange Act,
after appointing successors designated by Eminent Promise. None of the
information supplied or to be supplied by Eminent Promise for inclusion or
incorporation by reference in the notice required by Rule 14f-1 under the
Exchange Act will contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
12
4.5 Cancellation of Xxxxxxx Xxx
Shares. In order to facilitate the closing of the share
exchange transaction contemplated herein, Xx. Xxxxxxx Xxx hereby agrees to
return 14,700,000 shares of common stock to China Transportation for
cancellation immediately prior to the closing of the share exchange
transaction. Upon receipt of Xx. Xxxxxxx Xxx’x share
certificate representing 14,700,000 shares of common stock, such shares shall be
immediately cancelled by China Transportation and returned to the status of
authorized but unissued capital stock of China Transportation.
ARTICLE
V
CONDITIONS
PRECEDENT
5.1 Conditions to Each Party's
Obligation To Effect the Exchange. The respective obligations
of each party to effect the Exchange 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
China Transportation. The obligation of China Transportation
to effect the Exchange is subject to the satisfaction of the following
conditions on or before the Closing Date unless waived by China
Transportation:
(a) Representations and
Warranties. The representations and warranties of Eminent
Promise and of the Eminent Promise 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 China
Transportation shall have received a certificate signed on behalf of Eminent
Promise by the President of Eminent Promise and a certificate signed by each of
the Eminent Promise Shareholders to such effect.
(b) Performance of Obligations
of Eminent Promise. Eminent Promise 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 China Transportation shall have
received a certificate signed on behalf of Eminent Promise by the President to
such effect.
(c) Closing
Documents. China Transportation shall have received such
certificates and other closing documents as counsel for China Transportation
shall reasonably request.
(d) No Dissenting
Shares. Eminent Promise Shareholders holding 100% of the
issued and outstanding common stock of number of shares of common stock of
Eminent Promise shall have executed this Agreement and consented to completion
of the share exchange transaction described herein.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
13
(e) Consents. Eminent
Promise 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 China
Transportation, individually or in the aggregate, have a material adverse effect
on Eminent Promise and its subsidiaries and related entities taken as a whole
upon the consummation of the transactions contemplated
hereby. Eminent Promise shall also have received the approval of its
shareholders in accordance with applicable law.
(f) Due Diligence Review.
China Transportation shall have completed to its reasonable satisfaction a
review of the business, operations, finances, assets and liabilities of Eminent
Promise and shall not have determined that any of the representations or
warranties of Eminent Promise contained herein are, as of the date hereof or the
Closing Date, inaccurate in any material respect or that Eminent Promise 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 China
Transportation, made in good faith, would make the consummation of the Exchange
imprudent. In addition, there shall not be any other litigation or
other proceeding pending or threatened against Eminent Promise, the consequences
of which, in the judgment of China Transportation, could be materially adverse
to Eminent Promise.
(h) GAAP Audited Financial
Statements of Yiyang Group. China Transportation’s obligations
hereunder shall be contingent upon its receipt of audited financial statements
for Yiyang Group, for the fiscal years ended December 31, 2009 and December 31,
2008.
(i)
Reserved.
5.3 Conditions to Obligations of
Eminent Promise. The obligation of Eminent Promise to effect
the Exchange is subject to the satisfaction of the following conditions unless
waived by Eminent Promise.
(a) Representations and
Warranties. The representations and warranties of China
Transportation 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, Eminent Promise shall have received a certificate signed on
behalf of China Transportation by the President to such effect.
(b) Performance of Obligations
of China Transportation. China Transportation 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 Eminent Promise
shall have received a certificate signed on behalf of China Transportation by
the President to such effect.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
14
(c) Closing
Documents. Eminent Promise shall have received the following
certificates and other closing documents as counsel for Eminent Promise shall
reasonably request.
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(1)
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Closing
Certificate. Eminent Promise Shareholders shall have been
furnished with certificates dated the Closing Date and signed by duly
authorized executive officers of China Transportation, to the effect that
no litigation, proceeding, investigation or inquiry is pending, or to the
best knowledge of China Transportation threatened, which might result in
an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, to the extent not disclosed in the
schedules to this Agreement, by or against China Transportation, which
might result in any material adverse change in any of the assets,
properties or operations of China
Transportation.
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(2)
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Officer’s
Certificate. Eminent Promise Shareholders shall have been furnished with
certificates dated the Closing Date and signed by duly authorized
executive officers of China Transportation, certifying that there are no
existing liabilities as of the Closing Date and that each representations
and warranties of China Transportation contained in this Agreement shall
be true and correct on and as of the Closing
Date.
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(3)
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Secretary’s
Certificate. Eminent Promise Shareholders shall have been
furnished with a certificate dated the Closing Date and signed by the
secretary of China Transportation, certifying to Eminent Promise
Shareholders the resolutions adopted by the Board of Directors of China
Transportation approving, as applicable, the transactions contemplated by
this Agreement and the issuance of the Exchange Shares, certifying the
current versions of its certificates of incorporation and bylaws or other
organizational documents and certifying as to the signatures and authority
of persons signing this Agreement and related documents on its
behalf.
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(4)
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Good
Standing. Eminent Promise Shareholders shall have received a certificate
of good standing from the Secretary of State of Nevada, dated as of a date
within ten days prior to the Closing Date, certifying that China
Transportation is in good standing as a corporation in the State of the
Nevada and has filed all tax returns required to have been filed by it to
date and has paid all taxes reported as due
thereon.
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(5)
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No
Governmental Prohibition. No order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order
shall have been enacted, entered, promulgated or enforced by any court or
governmental or regulatory authority or instrumentality which prohibits
the consummation of the transactions contemplated
hereby.
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(d) Consents. China
Transportation shall have obtained the consent or approval of each person whose
consent or approval shall be required in connection with the transactions
contemplated hereby.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
15
(e) Due Diligence
Review. Eminent Promise shall have completed to its reasonable
satisfaction a review of the business, operations, finances, assets and
liabilities of China Transportation and shall not have determined that any of
the representations or warranties of China Transportation contained herein are,
as of the date hereof or the Closing Date, inaccurate in any material respect or
that China Transportation 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
Eminent Promise, made in good faith, would make the consummation of the Exchange
imprudent. In addition, there shall not be any other litigation or
other proceeding pending or threatened against China Transportation the
consequences of which, in the judgment of Eminent Promise, could be materially
adverse to China Transportation.
(g) Liabilities. At
or prior to the Effective Date, China Transportation shall transfer any and all
liabilities on the books out of China Transportation and shall provide
confirmation in writing that as of the date of Closing it has no assets and no
liabilities.
5.4 Reserved.
ARTICLE
VI
TERMINATION
AND AMENDMENT
6.1 Termination. This
Agreement may be terminated at any time prior to the Effective
Time:
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(a)
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by
mutual written consent of China Transportation and Eminent
Promise;
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(b)
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by either China
Transportation or Eminent Promise 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 Exchange shall have become
final and non-appealable; or
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(c)
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by
China Transportation if Eminent Promise has not supplied China
Transportation with financial statements pursuant to Section 5.2(h) hereof
on or before March 31, 2010.
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6.2 Effect of
Termination. In the event of termination of this Agreement by
either Eminent Promise or China Transportation 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.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
16
6.3 Amendment. This
Agreement may be amended by mutual agreement of China Transportation, Eminent
Promise and the Shareholders, provided that in the case of China Transportation
and Eminent Promise, any such amendment must be authorized by their respective
Board 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
INDEMNIFICATION
7.1 China Transportation
Indemnification. China Transportation agrees to defend,
indemnify and hold harmless Eminent Promise and all of Eminent Promise’s
officers, directors, stockholders, employees and agents against any and all
expenses, costs, and damages (other than costs and expenses directly incurred by
Eminent Promise and the officers, directors, stockholders, employees and agents
of Eminent Promise in the process of their due diligence investigation),
including, but not limited to all expenses of defense and investigation relating
thereto, of any and every nature and description, however incurred, arising out
of any wrongful or negligent act or omission by China Transportation or any
designee of China Transportation related to the Letter of Intent, this
Agreement, the transactions described herein, and any agreements or proceedings
related to any of them.
7.2. Eminent Promise
Indemnification. Eminent Promise agrees to defend, indemnify
and hold harmless China Transportation and all of China Transportation’s
officers, directors, stockholders, employees and agents against any and all
expenses, costs, and damages (other than costs and expenses directly incurred by
China Transportation and the officers, directors, stockholders, employees and
agents of China Transportation in the process of their due diligence
investigation), including, but not limited to all expenses of defense and
investigation relating thereto, of any and every nature and description, however
incurred, arising out of any wrongful or negligent act or omission by Eminent
Promise or any designee of Eminent Promise related to the Letter of Intent, this
Agreement, the transactions described herein, and any agreements or proceedings
related to any of them.
ARTICLE
VIII
GENERAL
PROVISIONS
8.1 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.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
17
8.2 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):
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(a)
If to:
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China
Transportation International Holdings Group
Limited
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Attn:
Xxxxx Xxxxxx
X.X. Xxx
000000,
Xxxxxx,
XX 00000-0000
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(b)
If
to:
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Eminent
Promise Limited
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C/o
Xxxxxxx Xxx, Director
Yiyang
Xiangyun Group Co., Ltd.
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
(c)
If
to the Shareholders, at their respective addresses specified on Exhibit
C.
8.3 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.
8.4 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.
8.5 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.
8.6 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.
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
18
8.7 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.
8.8 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.
8.9 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.
[signature
page follows]
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
19
IN WITNESS WHEREOF, this
Agreement for Share Exchange has been signed by the Parties set forth below as
of the date first set forth above.
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CHINA TRANSPORTATION INTERNATIONAL HOLDINGS GROUP
LIMITED
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/s/
Xxxxx Xxxxxx
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By:
Xxxxx Xxxxxx, Chief Executive Officer
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EMINENT PROMISE LIMITED
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/s/
Xxxxxxx Xxx
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By:
Xx. Xxxxxxx Xxx, Director
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EMINENT PROMISE
SHAREHOLDERS:
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/s/
Xxxxxxx Xxx
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Xx.
Xxxxxxx Xxx, shareholder
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/s/
Caichun Wen
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Xx.
Xxxxxxx Xxx, shareholder
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/s/
Xxxxx Xxx
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Xx.
Xxxxx Xxx, shareholder
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/s/
Xxxxxxxx Xxx
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Xx.
Xxxxxxxx Xxx, shareholder
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/s/
Xxx Xx
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Mr.
Xxx Xx, shareholder
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Will
Tone Limited, shareholder
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/s/
Xxxxxxx Xxx
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By:
Xxxxxxx Xxx, Director
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INDIVIDUAL:
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/s/
Xxxxxxx Xxx
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Xx.
Xxxxxxx Xxx, Individually
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China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
20
EXHIBIT
A
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Shareholders of Eminent Promise
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No. of shares
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Percent
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||||||
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Xx.
Xxxxxxx Xxx
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6,856 | 17.14 | % | |||||
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Xx.
Xxxxxxx Xxx
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3,280 | 8.20 | % | |||||
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Xx.
Xxxxxxxx Xxx
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1,200 | 3.00 | % | |||||
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Xx.
Xxxxx Xxx
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600 | 1.5 | % | |||||
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Mr.
Xxx Xx
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136 | .34 | % | |||||
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Will
Tone Limited
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27,928 | 69.82 | % | |||||
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TOTAL
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40,000 | 100 | % | |||||
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
21
EXHIBIT
B
Shares Issued in Share
Exchange Transaction
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Shareholders
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No. of shares
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Percent
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||||||
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Xx.
Xxxxxxx Xxx
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2,519,575 | 17.14 | % | |||||
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Xx.
Xxxxxxx Xxx
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1,205,400 | 8.20 | % | |||||
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Xx.
Xxxxxxxx Xxx
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441,000 | 3.00 | % | |||||
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Xx.
Xxxxx Xxx
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220,353 | 1.5 | % | |||||
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Mr.
Xxx Xx
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50,000 | .34 | % | |||||
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Will
Tone Limited
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10,263,672 | 69.82 | % | |||||
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TOTAL
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14,700,000 | 100 | % | |||||
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
22
EXHIBIT
C
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Shareholders of China Transportation
After Exchange
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No. of shares
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Percent Ownership of
China Transportation
After Exchange
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||||||
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Xx.
Xxxxxxx Xxx
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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2,519,575 | 12.6 | % | |||||
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Xx.
Xxxxxxx Xxx
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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1,205,400 | 6.03 | % | |||||
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Xx.
Xxxxxxxx Xxx
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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441,000 | 2.20 | % | |||||
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Xx.
Xxxxx Xxx
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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220,353 | 1.10 | % | |||||
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Mr.
Xxx Xx
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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50,000 | .25 | % | |||||
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Will
Tone Limited
Xx.000,
Xxxxxxxxx Xxxx Xxxx
Xxxxxx
Xxxx, XxXxx Xxxxxxxx
Xxxxx
413000
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10,263,672 | 51.32 | % | |||||
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Existing
Shareholders of China Transportation.
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5,300,000 | 26.50 | % | |||||
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TOTAL
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20,000,000 | 100 | % | |||||
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
23
SCHEDULE
2.1 (c)
China
Transportation Articles of Incorporation
China
Transportation Bylaws
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
24
SCHEDULE
2.1 (n)
Material
Contracts
None
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
25
SCHEDULE
2.1 (r)
Bank
Accounts
None
China
Transportation International Holdings Group Limited
Agreement
for Share Exchange
26
