STOCK PURCHASE AGREEMENT
Exhibit 10.3
This Stock Purchase Agreement (this “Agreement”) made and entered into as of September 4, 2012, by and between Xxx Xxx Hung, (collectively, the “Buyers”) and Xxxx Xxx Sang (the “Seller”).
This Agreement sets forth the terms and conditions upon which the Seller is selling to the Buyers and the Buyers are purchasing from the Seller a total of 4,750,000 shares (hereinafter referred to as the “Shares”) of common stock of Great China Mania Holdings, Inc., a Florida corporation (the “Company”) in a private stock sale transaction. Xxx Xxx Hung shall purchase 387,890 Shares from the Seller and shall purchase 4,362,110 Shares from the Seller.
In consideration of the mutual agreements contained herein, the parties hereby agree as follows:
2.01 Finders. The Seller and the Buyers acknowledge, respectively, that there were no finders with respect to the transaction contemplated herein that either is obligated to.
2.02 Other Buyers. The Seller acknowledges that they have not solicited any other buyer to purchase shares of the Company besides the Buyers. The Seller further acknowledges that there has been no influence exerted over the Seller by any officer or director of the Company regarding the sale of Seller’s Shares.
The Seller hereby represents and warrants as follows:
Buyers hereby represents and warrant as follows:
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(a) The Buyers understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment;
(b) The Buyers have had the opportunity to ask questions of the Seller and receive additional information about the Company, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any such purchase. Further, the Buyer has been given an opportunity to question the Seller and receive related documentation to the purchase;
(c) The Buyers had 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;
(d) In evaluating the merits of the purchase of the Shares, Buyers have relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Seller;
(e) The Buyers and its principals have not: (a) been party to any adverse proceeding brought by the SEC or any similar state agency; (b) any material criminal proceeding regarding the purchase or sale of securities or other crimes, excluding only misdemeanor crimes; or (c) filed bankruptcy proceedings within the past five years; and
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(f) The Buyer are able to pay their debts as they become due, and the Buyers (a) are not currently insolvent; (b) has made no general or other assignment for the benefit of creditors; and (c) is not party to any material proceeding that would have an adverse effect on the Buyers’ assets.
6.01 Obligation of Buyers to Close. The Buyers shall not be obligated to close this transaction unless it is satisfied, following reasonable investigation, that all of the representations of Seller as of the date of execution of this Agreement and as of the date of Closing under this Agreement are true and correct in all material respects.
6.02 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 the Buyers as of the date of execution of this Agreement and as of the date of Closing under this Agreement are true and correct in all material respects.
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8.09 Applicable Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Utah in respect of contracts, and the State of Utah, in respect of matters of a corporate nature.
BUYERS:
Xxx Xxx Hung
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SELLER:
Xxxx Xxx Sang
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By:
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/s/Xxx Xxx Hung |
By:
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/s/Xxxx Xxx Sang |
Name:
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Xxx Xxx Hung
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Name:
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Xxxx Xxx Sang
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