STOCK PURCHASE AGREEMENT
Agreement
made and entered into as of October 16, 2006, among Xxx Xxxxx Huai, the
shareholder of Shenzhen iASPEC Software Engineering Company Limited (“iASPEC”),
Xxxx X, 0/X, Xxxxx 2, Tian An Cyber Park, Chegongmiao, Shenzhen, Guangdong,
518040, P.R.C. (hereinafter referred to as the "Buyers"), Bo Hai Wen Technology
(Shenzhen) Company Limited (hereinafter referred to as the “Seller”), and Irish
Mag Inc., a Florida corporation (hereinafter referred to as the
"Company").
This
Agreement sets forth the terms and conditions upon which Seller is selling
to
the Buyer and the Buyer is purchasing from the Seller 8,601,286 shares
(hereinafter referred to as the "Shares") of the newly issued common stock
of
the Company, representing approximately 58.91% of the issued and outstanding
common stock of the Company after the issuance of the newly issued
shares.
In
Consideration of the mutual agreements contained herein, the parties hereby
agree as follows:
I.
SALE OF THE SHARES
1.01 Shares
being Sold.
Subject
to the terms and conditions of this Agreement, the Seller is selling and issuing
the 8,601,286 common shares to the Buyer at the closing provided for in Section
1.03 hereof (the "Closing"). The common shares are restricted under Rule 144
of
Securities Xxx 0000.
1.02 Consideration.
The
aggregate total of RMB 41,286,172, (equivalent to US$ 5,160,771) representing
a
price of US$ 0.60 per share.
1.03 Settlement
The
Buyer will settle the consideration by (a) a transfer of cash in the amount
of
RMB 14,000,000 (equivalent to US$ 1,750,000) from iASPEC’s account to Bo Hai
Wen’s Bank Account and (b) an assignment of all accounts receivable of iASPEC as
of August 31, 2006, valued at RMB 27,286,172 (equivalent to US$ 3,410,771)
to Bo
Hai Wen.
1.04 Closing.
The
Closing of the transactions shall take place on October 27, 2006, or at such
other date and time as the parties may mutually agree in writing. The closing
of
this Agreement is subject to the completion of satisfactory due diligence
relating to the Accounts Receivable list approved by all directors of the
Seller.
1.05
Delivery
by the Seller.
At the
Closing, the Seller shall instruct the transfer agent to deliver to the Buyer
certificates representing the Shares.
1.06 Delivery
by the Buyer.
At the
Closing the Buyer shall transfer to the Seller a cash payment of RMB $14,000,000
(equivalent to US$ 1,750,000) specified in Section 1.02 to the
Seller.
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II.
RELATED TRANSACTIONS.
2.01 Finder.
The
Seller and the Buyer acknowledge that there were no finders with respect to
the
transaction contemplated herein.
III.
REPRESENTATIONS AND WARRANTIES OF COMPANY & SELLER.
The
Company and the Sellers hereby represent and warrant as follows:
3.01 Organization,
Capitalization, etc.
(a) The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Florida, and is qualified in no other
state.
(b) As
of the
date of execution of this Agreement, the authorized capital stock of the Company
consists of 75,000,000 shares of US$0.01 par value common stock of which
6,000,000 shares are validly issued and outstanding. The Shares to be issued
under this Agreement are “restricted shares” for the purpose of the Securities
Act and the holders of the transfer shares will not be able to transfer such
shares except upon compliance with the registration requirements of the
Securities Act or reliance upon an available exemption therefrom.
3.02 Authority;
No Violation.
The
execution and delivery of this Agreement by the Company and by the Seller,
and
the consummation by them of the transactions contemplated hereby have been
duly
authorized. 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 the Certificate of Incorporation
or
bylaws of the Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the Company or any
of
the individuals comprising the Seller is a party or by which the Company or
the
Seller is bound.
3.03 Absence
of Certain Changes.
The
Company has not , and as of the Closing will not have:
(a) Suffered
any material adverse change in financial condition, assets, liabilities,
business, or prospects;
(b) Incurred
any additional obligations or liabilities (whether absolute, accrued,
contingent, or otherwise) which it either has not previously satisfied or will
not satisfy at or before Closing;
(c) Paid
any
claim or discharged or satisfied any lien or encumbrance or paid or satisfied
any liability (whether absolute, accrued, contingent, or
otherwise);
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(d) Declared,
paid, or set aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or purchased or
otherwise acquired any of its capital stock or any options relating thereto
or
agreed to take any such action; or
3.04 Litigation.
There
are no actions, proceedings, or investigations pending or, to the knowledge
of
the Company or the Seller, threatened against the Company, and neither the
Company nor the Seller knows or has any reason to know of any basis for any
such
action, proceedings, or investigation. There is no event or condition of any
kind or character pertaining to the business, assets, or prospects of the
Company that may materially and adversely affect such business, assets or
prospects.
3.05 Disclosure.
The
Seller has disclosed to the Buyer all facts material to the assets, prospects,
and business of the Company. No representation or warranty by the Seller
contained in this Agreement, and no statement contained in any instrument,
list,
certificate, or writing furnished to the Buyer pursuant to the provisions hereof
or in connection with the transaction contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading or
necessary in order to provide a prospective purchaser of the business of the
Company with proper information as to the Company and its affairs.
3.06 Full
Disclosure.
The
Company and the Seller have provided the Buyer with full disclosure of all
material information known to them regarding the Company and the Shares. None
of
the representations and warranties made herein, or in any other certificate
or
memorandum furnished or to be furnished to Buyer by the Company or by any of
the
individuals executing this Agreement as Seller, contains or will contain any
untrue statement of material fact, or omit any material fact the omission of
which would be misleading.
IV.
REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The
Buyer
hereby represents and warrants as follows:
4.01 Authority;
No Violation.
The
execution and delivery of this Agreement by Buyer and the consummation of the
transactions contemplated hereby by Buyer have been duly authorized. 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 any of the individual Buyer is
a
party or by which any of the individual Buyer is bound.
4.02 Representations
Regarding the Acquisition of the Shares.
(a) The
Buyer
understands that the shares constitute restricted securities as that term is
defined in Rule 144 under the Securities Act of 1933 and that such shares may
not be sold or transferred in the absence of a registration statement or an
available exemption from registration;
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(b) The
Buyer
understands the speculative nature and risks of investments associated with
the
Company and confirms that it is able to bear the risk of the investment, and
that there may not be any public market for the Shares purchased
herein;
(c) Neither
the Company nor the Seller is under an obligation to register or seek an
exemption under any federal and/or state securities acts for any sale or
transfer of the Shares by the Buyer, and Buyer is solely responsible for
determining the status, in its hands, of the shares acquired in the transaction
and the availability, if required, of exemptions from registration for purposes
of sale or transfer of the Shares;
(d)
The
Buyer has had the opportunity to ask questions of the Company and the Seller
and
receive additional information from the Company to the extent that the Company
possessed such information, or could acquire it without unreasonable effort
or
expense necessary to evaluate the merits and risks of any investment in the
Company. Further, the Buyer has been given: (1) all material books and records
of the Company; (2) all material contracts and documents relating to the
proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity
to question the appropriate executive officers of the Company and each of the
individuals comprising the Seller.
(e)
The
Buyer
has sufficient knowledge and experience in financial and business matters,
and
is sufficiently familiar with investments of the type represented by the Shares,
including familiarity with previous private and public purchases of speculative
and restricted securities, that it is capable of evaluating the merits and
risks
associated with purchase of the Shares; and
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(f)
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In
evaluating the merits of the purchase of the Shares, Buyer has relied
solely on his, her or its own investigation concerning the Company
and has
not relied upon any representations provided by the Company or by
the
Seller.
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(g)
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The
Buyers has ensured iASPEC will transfer the cash and assign the accounts
receivable according to the rules and regulations P.R.C. and the
board
resolution of iASPEC has been
obtained
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(h)
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The
Buyers warrant that all accounts receivable are in good standing.
In the
event that some of the debts are not collectable, the Buyers will
compensate the bad debt by making an equivalent cash payment no later
than
6 months from the date this Agreement. Failing to do this shall cause
the
Shares issued to the Buyer to be considered null and void and shall
be
cancelled accordingly.
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V.
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival
of Representations.
All
representations, warranties, and agreements made by any party in this Agreement
or pursuant hereto shall survive the execution and delivery hereof and any
investigation at any time made by or on behalf of any party.
5.02 Indemnification
by Buyer.
The
Buyer hereby agrees to indemnify the Seller and the Company, and hold them
harmless from and in respect of any assessment, loss, damage, liability, cost,
and expense (including, without limitation, interest, penalties, and reasonable
attorneys' fees), imposed upon or incurred by the Seller or the Company
resulting from a breach of any agreement, representation, or warranty of the
Buyer contained herein.
VI.
ADDITIONAL CONDITIONS TO CLOSING
6.01 Obligation
of Seller to Close.
The
Seller shall not be obligated to close this transaction unless it is satisfied,
following reasonable investigation, that all of the representations of Buyer
as
of the date of execution of this Agreement and as of the date of Closing under
this Agreement and all the directors have satisfied the accounts receivable
list
and provided a certificate on the list.
VII.
SURVIVAL AND INDEMNIFICATION
7.01 Survival.
The
representations, warranties and covenants made by the parties in this Agreement
and in any other certificates and documents delivered in connection herewith
shall survive the Closing and shall apply until the first anniversary of the
Closing Date.
7.02 Indemnification.
The
Buyer shall indemnify, defend and hold harmless the Seller, the Company and
its
directors, officers, employees, agents, and representatives and the Seller
and
the Company shall indemnify, defend and hold harmless the Buyer and its
directors, officers, employees, agents and representatives from and against
any
and all damages, claims, liabilities, losses, costs, response costs, expenses,
obligations and deficiencies, including interest, penalties, and reasonable
attorney’s and other fees, arising out of or in any way connected to any breach
by any party of any of the representations, warranties, covenants or agreements
of such party set forth in this Agreement or in any Schedule(s) furnished by
or
on behalf of such party under this Agreement. The parties shall be entitled
to
indemnification hereunder only in respect of claims for which notice of claim
shall have been given to the indemnifying party on or before 180 days from
the
Closing Date.
VIII.
MISCELLANEOUS
8.01 Expenses.
Each of
the parties shall bear its own expenses incurred in conjunction with the Closing
hereunder.
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8.02 Further
Assurances.
From
time to time, at the request of the Buyer and without further consideration,
the
Seller shall execute and transfer such documents and take such action as the
Buyer may reasonably request in order to effectively consummate the transactions
herein contemplated.
8.03 Parties
in Interest.
All the
terms and provisions of this Agreement shall be binding upon, shall inure to
the
benefit of, and shall be enforceable by the heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
8.04 Prior
Agreements; Amendments.
This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be amended only
by
a written instrument duly executed by the parties hereto or their respective
successors or assigns.
8.05 Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
8.06 Confidentiality.
Each
party hereby agrees that all information provided by the other party and
identified as "confidential" will be treated as such, and the receiving party
shall not make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall return to
the
other all such confidential information in their possession, or will certify
to
the other party that all of such confidential information that has not been
returned has been destroyed.
8.07 Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) to
the
parties at their address specified herein, with a copy sent as
follows:
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If
to the Seller:
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Bo
Hai Wen Technology (Shenzhen) Company
Limited
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Unit
F,
2/F, Block 6, Tian An Cyber Park, 0X 000 Xxxx
Xxxx
Xx
Xxx, Xxxxxxxx, Xxxxxxxxx, P.R.C.
Telephone:
(00) 000-00000000
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If
to the Buyer:
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Xxxx
X, 0/X, Xxxxx 0, Tian An Cyber Park, Chegongmiao,
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Shenzhen,
Guangdong, 518040, P.R.C.
Telephone:
(00) 000-00000000
Facsimile:
(00) 000-00000000
8.08 Counterparts.
This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument.
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8.09 Applicable
Law.
This
Agreement shall be governed by, and construed in accordance with the laws of
The
People’s Republic of China.
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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
BUYER:
_____________________________
Xx.
Xxx
Xxxxx Xxxx
SELLER:
Bo
Hai
Wen Technology (Shenzhen) Company Limited
By:
_____________________________
ACKNOWLEDGED
AND APPROVED:
______________________________
Irish
Mag
Inc.
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