THE INVESTORS and UNITY ONE CAPITAL INC. and THE DIRECTORS and CANADIAN LEARNING SYSTEMS CORPORATION
EXHIBIT 99.1
THE
INVESTORS
and
and
THE
DIRECTORS
and
CANADIAN
LEARNING SYSTEMS CORPORATION
THIS
AGREEMENT is made as of day
of 2009.
BETWEEN
(1)
|
Xxxx
Xxxx of the Investors, (Holder of Canada Passport Number XX000000, Room
2101, Silver Tower, 933 West Zhongshan Road, Shanghai 200051, People’s
Republic of China);
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(2)
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Xxxxx
Xxxxxx of the Investors, (Holder of PRC ID Number: 000000000000000000, Xx.
00, Xxxx 00, Xx Xx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxx District, Wenzhou,
People’s Republic of China);
|
(3)
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The
Board Directors.
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WHEREAS:
(1)
|
Unity
One (Unity One Capital Inc.) is a public reporting company incorporated in
the state of Nevada, U.S.A.
|
(2)
|
CLSC
(Canadian Learning Systems Corporation) is the subsidiary with 100%
shareholding right held by Unity
One;
|
(3)
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SCHS
is a fully certified Canadian offshore high school in China. It provides
dual diploma and dual curriculum of Canada and Chinese high school
education services to both Chinese and international students in
China;
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(4)
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The
Deed was Signed between Unity One and its Investors and Directors and CLSC
as of 25th
of November, 2008.
|
(5)
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Xxxx
Xxxx and Xxxxx Xxxxxx of the Investors hold 94.53% of the shareholding
rights of Unity One together in accordance with the
Deed;
|
(6)
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Unity
One failed to acquire a listing status at the OTCBB within a reasonable
time.
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(7)
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Xxxx
Xxxx and Xxxxx Xxxxxx of the Investors have mutually agreed to terminate
the Deed signed on the 25th
day of November 2008 and have agreed on the terms of this
Agreement.
|
NOW THIS
AGREEMENT WITNESSES AS FOLLOWS:
Termination
of Deed
In
accordance with Section 10 of the Deed, Xxxx Xxxx and Xxxxx Xxxxxx and the Board
Directors of Unity One have hereby agreed on the following terms:
(a)
|
terminate
the Deed signed on 25th
of November, 2008 and terminate the acquisition of SCHS
accordingly;
|
(b)
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transfer
the subscription shares back to the original shareholders of Unity
One;
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(c)
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procure
that the existing directors of Unity One (who are installed to the Board
by the Investors) shall resign from the
Board
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(d)
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transfer
all issued shares of and in CLSC back to the original shareholder of CLSC
at nominal price.
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When the
Deed is terminated, no party hereto (or any of its directors or officers) shall
have any liability or further obligation to any other parties or bring lawsuits
or arbitration against any other parties.
IN WITNESS whereof the parties
hereto have hereunto executed this Deed the day and year first above
written.
SIGNED
AND DELIVERED by the Investor Xxxx Xxxx Yuan (Holder of Canada Passport Number
XX000000)
SIGNED
AND DELIVERED by the Investor Xxxxx Xxxxxx (Holder of PRC ID
330302195503124418)
SIGNED
AND DELIVERED by Directors