Exhibit 2.1
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this "Agreement") is made and entered into
as of the 30th day of September, 2002, by and among Micropower Generation, Inc.,
a Delaware corporation, as a buyer and issuer of common shares ("Micropower");
Shenzhen Acto Digital Video Tech. Co. Ltd., a Peoples Republic of China
corporation, as the acquired company (the "Company"); and the majority
shareholder of the Company set forth on the signature page hereto (the
"Shareholder").
R E C I T A L S:
A. The Shareholder owns approximately 74% of all of the issued and
outstanding shares of the capital stock of the Company, as further described in
SCHEDULE 4.1 hereto (the "Company Shares");
B. The Shareholder desires to sell to Micropower, and Micropower desires to
purchase from the Shareholder, the Company's Shares on the terms and subject to
the conditions of this Agreement; and
C. The respective boards of directors of the Company and Micropower have
approved the execution of this Agreement and the performance of this Agreement.
D. The parties contemplate, if ti is deemed advisable, that following the
date hereof but prior to the Closing Date, Micropower may merge into a
new corporation to be formed in Florida (Florida Newco) pursuant to a
Plan of Merger (the "Plan of Merger") that, among other things,
provides that Florida Newco will change its name to a name to be
designated by the Company prior to Closing. In the event that such
merger proceeds, at Closing, Florida Newco shall have all of the
rights and obligations of Micropower hereunder and shall be bound by
this Agreement as the successor to Micropower. In addition, all of the
representations and warranties of Micropower hereunder shall become
representations and warranties of Florida Newco and shall be true and
correct and certified as such by Florida Newco as of the Closing Date.
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises and undertakings contained herein, and for other good and valuable
consideration, and subject to the terms and conditions of this Agreement, the
parties hereto agree as follows:
1. THE EXCHANGE.
1.1 SALE AND PURCHASE OF THE COMPANY SHARES. On the terms and subject to
conditions of this Agreement, at the Closing (defined below), the Shareholder
shall sell, transfer, assign, convey and deliver to Micropower, free and clear
of all adverse claims, security interests, liens, claims and encumbrances, and
Micropower shall purchase the Company Shares from the Shareholder, such purchase
and sale being herein sometimes referred to as the "Purchase." Pursuant to the
Purchase, Micropower shall receive good and merchantable title to the Company
Shares. At the Closing the Shareholder shall deliver, or caused to be
delivered, to Micropower fully executed stock powers, stock certificates and
other documents or instruments of assignment, transfer and conveyance, as are
necessary in the opinion of, and satisfactory in form to, counsel for Micropower
to transfer all of the Company Shares to Micropower. It is intended among the
parties to this Agreement that the Purchase shall constitute a tax-free
reorganization within the meaning of Sections 351 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("Code").
1.2 ISSUANCE OF COMMON SHARES. In full payment for the Company's Shares,
Micropower shall issue and deliver to the Shareholder in accordance with Exhibit
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A, an aggregate of 4,012,500 shares of common stock of Micropower (the "Common
Shares"). The Common Shares, will, when issued, be validly issued, fully paid,
and nonassessable. Micropower represents and warrants to the Shareholder that
the sale, issuance and delivery of the Common Shares on the terms herein
contemplated has been, or will have been, duly authorized by all requisite
corporate action of Micropower; and that the Common Shares to be conveyed to the
Shareholder will not be subject to any charge, lien, or security interest of any
kind and the issuance of the Common Shares is not subject to any preemptive
rights, options or similar rights on the part of any shareholder or creditor of
Micropower or any other person.
1.3 RESTRICTED STATUS OF COMMON SHARES. The Common Shares have not been
registered under the United States Securities Act of 1933, as amended ("Act"),
and are to be conveyed at Closing in reliance upon an exemption from
registration provided under Section 4(2) of the Act and Rule 506 under the Act
as well as an exemption under the applicable securities or blue sky laws of any
interested state or any rules or regulations promulgated thereunder. The
Shareholder acknowledges that the Common Shares will be "restricted securities"
as that term is defined in Rule 144(a) of the General Rules and Regulations
under the Act and must be held indefinitely, unless they are subsequently
registered under the Act or an exemption from such registration requirements is
available for their resale. The prior written consent of Micropower will be
necessary for any transfer of any or all of the Shares, unless the shares have
been duly registered under the Act or the transfer is made in accordance with
Rule 144 or another available exemption under the Act. Further, any and all
certificates evidencing the Common Shares shall, unless and until removed in
accordance with law, bear a restrictive legend substantially in the following
form:
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"The shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), and are "restricted securities" as that term is
defined in Rule 144 under the Act. These shares may not be
offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the
Act."
1.4 CLOSING. Subject to the conditions precedent set forth herein, the
closing of all transactions herein contemplated ("Closing") shall take place at
a place and time mutually agreed upon by the Company, the Shareholder and
Micropower (the "Closing Date"), except that the Closing Date shall not be later
than October 31, 2002 unless all of the parties agree to extend the time to
Close. This Agreement shall be effective and binding when signed by all
parties.
1.5 FURTHER ASSURANCES. The Company, the Shareholder and Micropower agree
to execute all documents and instruments and to take or to cause to be taken all
actions which are necessary or appropriate to complete the transactions
contemplated by this Agreement, whether before or after the Closing.
2. CAPITALIZATION.
2.1 MICROPOWER'S CAPITALIZATION AT CLOSING. Immediately prior to the
Closing, Micropower shall have issued and outstanding common stock of not more
than 4,487,500 shares of common stock subject to adjustment for fractional
shares and minimum 100 shares per shareholder. At the Closing, Micropower will
not without the prior written consent of the Company have issued or outstanding
any other shares of common or preferred stock or any other class of securities,
nor any options or other rights to purchase stock or securities of Micropower,
nor any instrument convertible into or Commonable for their stock except as
necessary to effect the transaction described in Section 1 hereof. No
shareholder of Micropower will have any preemptive right or similar right to
purchase the Common Shares or other stock of Micropower. All issued and
outstanding shares of the Micropower common stock have been duly authorized and
validly issued, are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws and not in violation of
any preemptive rights or other statutory or contractual rights of any
stockholder of Micropower. There are no voting agreements, voting trusts,
buy-sell agreements, options or rights relating to the stockholders of
Micropower and there are no agreements of Micropower which will survive the
Closing (except this Agreement). At Closing, Micropower shall deliver to the
Company a true and correct certificate showing its issued and outstanding common
shares and a list of all of the shareholders of Micropower, including their
names and addresses.
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3. THE COMPANY'S REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants to Micropower (with respect to
itself only and not with respect to any other company) that the following
representations and warranties are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date.
3.1 ORGANIZATION AND STANDING. The Company is, and on the Closing Date will
be, duly organized, validly existing and in good standing under the laws of the
Peoples Republic of China ("China"), with all requisite power and authority to
carry on the business of manufacturing digital video projectors in which it is
engaged, to own the properties and assets that it owns and is duly qualified and
licensed to do business and is in good standing in all jurisdictions in China
and/or elsewhere where the nature of its business makes such qualification
necessary.
3.2 CAPITALIZATION. All of the issued and outstanding shares of capital
stock of the Company have been duly authorized, validly issued, and are fully
paid and nonassessable. The Company does not have outstanding any option,
warrant or similar instrument affecting its shares of capital stock and is not a
party to or bound by any agreement, instrument, arrangement, contract,
obligation, commitment or understanding of any character, whether written or
oral, express or implied, whereby the Company is bound to issue shares of its
capital stock or any instrument or right convertible into or Commonable for
shares of its capital stock, nor does there exist any agreement or commitment of
the Company relating to the sale, assignment, encumbrance, conveyance, transfer
or delivery of any capital stock or security of the Company of any type or
class. The Company has issued and outstanding 14,600,000 shares of common
stock, of which 10,929,560 are owned by the Shareholder and are referred to
herein as the "Company Shares." There are no other classes of capital stock
authorized or issued. Each share of common stock of the Company carries one
vote per share on all matters as to which the shareholders of the Company are
entitled to vote. There are no voting agreements, voting trusts or other
arrangements, agreements or provisions among the shareholders or in the
organizational documents of the Company which affect voting of the shares or
which create any special voting rights for any shareholders of the Company.
3.3 LITIGATION. There are no claims, actions, suits, proceedings or
investigations pending or threatened against or affecting the Company or any of
its properties or assets in any court or by or before any governmental
regulatory body in Canada, the United States or China or any other country.
Further, there is no proceeding before an arbitration tribunal or other forum
which, if determined adversely to the Company, would materially affect its
business, prospects, properties or financial condition or the Company's right to
conduct its business of manufacturing digital video projectors as being
conducted or expected to be conducted. There are no judgments, decrees,
injunctions, writs, orders, or other mandates outstanding of any governmental or
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judicial entity of any country, including without limitation China, to which the
Company is a party or by which it is bound or affected.
3.4 ESTOPPEL. All statements made in this Agreement, or in any Exhibit or
Schedule hereto, or in any document or certificate executed and delivered
herewith, by the Company is true, correct and complete as of the date of this
Agreement and will be so as of the Closing Date. All statements contained in
any certificate made by any official of the Company and delivered to Micropower
at the Closing shall be deemed representations and warranties of the Company .
3.5 COMPLIANCE WITH LAWS AND PERMITS. To the best of its knowledge, the
Company has complied in all material respects with its articles of incorporation
and bylaws (each as amended to date) and other organizational documents of the
Company, all applicable laws, regulations and rules, all applicable orders,
judgments, writs, decrees or injunctions of all governmental entities or any
department, agency or other instrumentality thereof, including the government of
China and its respective instrumentalities, applicable to its business or
properties, and it has not done or omitted to do any act or acts which singly or
in the aggregate are in violation of any of the foregoing. To the best of its
knowledge, the Company has obtained all licenses and permits as may be required
in China necessary to hold, lease and/or operate its properties or leased
properties and such operations are not in violation of any such licenses or
permits nor has the Company received any notification that any revocation or
limitation thereof is pending or threatened.
3.6 MATERIAL TRANSACTIONS AND ADVERSE CHANGES. Except as has been disclosed
in writing to Micropower, the Company has not and as of the Closing Date will
not have: (i) suffered any materially adverse change in its assets (leased or
owned); (ii) suffered any damage or destruction in the nature of a casualty loss
to any one or more of its assets (leased or owned), whether or not covered by
insurance, which is materially adverse to the properties or business of the
Company ; (iii) made any change in any method of accounting or accounting
practice, including the revaluation of any of their assets (leased or owned); or
(iv) agreed in writing or otherwise to take any action prohibited in this
Section.
3.7 TAXES. All taxes of any kind under the laws and regulations of China,
duties, assessments or charges levied, assessed or imposed upon the Company by
any taxing authority in China or anywhere else in the world have been duly paid
or adequately provided for, and all required tax returns or reports concerning
any such items have been duly filed except to the extent any failure thereof
would not have a material adverse effect on the Company. The Company has not
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waived any statute of limitations with respect to any tax liability whatever for
any period prior to the date of this Agreement or agreed to any extension of
time with respect to a tax assessment or liability.
3.8 CONTRACTS. Attached to this Agreement, as SCHEDULE 3.8 is a listing of
all material contracts to which the Company is a party. All copies of material
contracts that have been provided to Micropower have been accurately translated
from Chinese to English. Except as disclosed in writing to Micropower, with
respect to each material contract to which the Company is a party, including
without limitation the lease pursuant to which the Company leases its plant, the
Company is not in default, the contracts are legal, valid, binding, in full
force and effect and enforceable in accordance with their terms, and the
contracts will continue after the Closing to be legal, valid, binding, in full
force and effect in accordance with their terms.
3.9 INDEBTEDNESS TO AND FROM AFFILIATES. Except as disclosed on SCHEDULE
3.9, the Company is not materially indebted to any officer, director, employee
or shareholder or other affiliate thereof as of the date of this Agreement, and
no material amount of money is owed to the Company by any officer, director,
employee or shareholder thereof, and none will be owed as of the Closing Date.
3.10 DOCUMENTS GENUINE. All originals and/or copies of the Company's
articles of incorporation and bylaws or other organizational documents, each as
amended to date, and all minutes of meetings and written consents in lieu of
meetings of directors and shareholders of the Company , financial data, and any
and all other documents, material, data, files, or information which have been
or will be furnished to Micropower with English translations, and such documents
(including the English translations) are and will be true, complete, correct and
unmodified originals and/or copies of such documents, information, data, files
or material. All translations of documents shall accurately reflect the
original version thereof.
3.11 FINANCIAL STATEMENTS AND RECORDS. The Company has or will deliver to
Micropower prior to the Closing Date: (a) an audited consolidated balance sheet
of the Company as at December 31, 2001 (including the notes thereto,
collectively the "Balance Sheet"), and the related audited consolidated
statements of operations and deficit for the period then ended and (b) an
audited consolidated balance sheet of the Company as at month-end for the month
prior to the month in which the Closing Date occurs. Such financial statements
and notes shall fairly present the financial condition and the results of
operations, and cash flow of the Company as at the respective date of and for
the periods referred to in such financial statements, all in accordance with US
GAAP.
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EMPLOYEES.
(a) There are no former Employees of the Company to which the Company has a
continuing obligation under any pension or retirement plan or other employees
benefit program mandated under law, nor
(b) The Company is not currently a party to, and since its inception the
Company has never been party to, any collective bargaining agreements or other
labour contract covering any of its employees. Since the inception of the
Company there has not been, there is not presently pending or existing, and, to
the Company's knowledge, there is not threatened, any employee strike, slowdown,
picketing, work stoppage, or employee grievance process. To the knowledge of the
Company, there is no employee who has any plans to terminate his or her
employment with the Company which would materially adversely affect the
Company's operations or projected financial results.
INSURANCE.
(a) The Company has delivered or will deliver to Micropower:
(i.) true and complete copies of all policies of insurance to
which the Company is a party or under which the Company, or any
director of the Company, is or has been covered at any time within the
two years preceding the date of this Agreement;
(ii.) The Company has not received (A) any refusal of coverage or
any notice that a defense will be afforded with reservation of rights,
or (B) any notice of cancellation or any other indication that any
insurance policy is no longer in full force or effect or will not be
renewed or that the issuer of any policy is not willing or able to
perform its obligations thereunder.
(iii.) The Company has paid all premiums due and has otherwise
performed all of its obligations under each policy to which it is a
party or that provides coverage to the Company or any director
thereof.
(iv) The Company has given notice to the insurer of all claims
that may be insured thereby.
(v) The Company reasonably believes that it maintains insurance
policies with coverage that is adequate to reasonably cover its assets
(owned and leased) and, except as disclosed in Schedule 3.13, has not
received any notice of a material increase in the amount of the
premiums payable for such insurance policies.
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3.14 NO UNDISCLOSED LIABILITIES. Except as set forth in the Balance Sheet,
the Company has no material liabilities or obligations of any nature (whether
absolute, accrued, contingent, or otherwise) except for liabilities or
obligations reflected or reserved against in the Balance Sheet and current
liabilities incurred in the ordinary course of business since the date thereof.
3.15 AUTHORIZATION AND VALIDITY. The execution, delivery and performance
by the Company of this Agreement and any other agreements contemplated hereby,
and the consummation of the transactions contemplated hereby and thereby, have
been duly authorized by the Company and all necessary approvals of directors and
the shareholder(s) of the Company will have been obtained by the Closing Date.
This Agreement and any other agreement contemplated hereby have been or will be
as of the Closing Date duly executed and delivered by the Company and
constitutes and will constitute legal, valid and binding obligations of the
Company, enforceable against them in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally or the availability of equitable remedies.
3.16 CONSENTS; APPROVALS; CONFLICT. No consent, approval, authorization
or order of any court or governmental agency or other body or governmental
entity is required for the Shareholder to consummate the Purchase. None of the
execution, delivery, consummation or performance of this Agreement conflict
with, or constitute a breach of the Company's articles of incorporation, bylaws
or any note, mortgage, lease, indenture, deed of trust, lease, obligation, or
other agreement or instrument to which the Company is a party.
3.17 INTELLECTUAL PROPERTY. SCHEDULE 3.17 lists all registered
trademarks, trademarks, service marks, copyrights, trade names and licenses,
owned or held by the Company. There are no registered trademarks, trademarks,
service marks, copyrights, trade names and licenses, used by the Company except
as disclosed on SCHEDULE 3.17 nor are there any such marks that are intended to
be used in the Company's businesses that are not disclosed in SCHEDULE 3.17. To
its knowledge, the Company has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any patent, trademark,
trade name, service xxxx or copyright belonging to any third person, and the
Company has never received any charge, complaint, claim, demand or notice
alleging any such interference, infringement or misappropriation. The Company
owns or holds adequate licenses or other rights to use all trademarks, trade
names, service marks and copyrights used in its business as now conducted.
3.18 RESTRICTIVE COVENANTS. Prior to the consummation of the Purchase,
the Company shall conduct its business in the ordinary and usual course without
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unusual commitments and in compliance with all applicable laws, rules, and
regulations. Furthermore, the Company will not, without the prior written
consent of Micropower, (i) make any changes in its capital structure, (ii) incur
any liability or obligation other than current liabilities incurred in the
ordinary and usual course of business, (iii) incur any material indebtedness for
borrowed money, (iv) make any loans or advances other than in the ordinary and
usual course of business, (v) declare or pay any dividend or make any other
distribution with respect to its capital stock, (vi) issue, sell, or deliver
capital stock of the Company or purchase or otherwise acquire for value any of
its stock or other securities, or (vii) mortgage, pledge, or subject to
encumbrance any of its assets or properties or sell or transfer any of its
assets or properties, except in the ordinary and usual course of business.
3.19 LEASED PROPERTY. The Lease between the Company and Shenzhen Huale
Industrial Joint Stock Co. Ltd. (the "Plant Lease") is in good standing and
there are no defaults of the Company or the landlord thereunder. The Plant
Lease provides for a 5-year initial term commencing on April 1, 2001. No
consent or permission is required from the landlord under the Plant Lease for
the effectuation or consummation of the Purchase.
4. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. The Shareholder
represents and warrants to Micropower that the following are true and correct as
of the date hereof and will be true and correct through the Closing Date as if
made on that date:
4.1 OWNERSHIP OF THE COMPANY SHARES. The Shareholder owns, of record and
beneficially, the number of the Company Shares shown next to his name on
SCHEDULE 4.1 to this Agreement. Such Company Shares are owned by the
Shareholder free and clear of all liens, claims, rights or other encumbrances
whatsoever and of all options and similar rights of third persons. No third
party has or at Closing will have any right of first refusal, pre-emptive right,
option or similar right to acquire the shares of the Shareholder. There are no
other classes of capital stock authorized or issued by the Company. Each share
of common stock of the Company carries one vote per share on all matters as to
which the shareholders of the Company are entitled to vote. There are no voting
agreements, voting trusts or other arrangements, agreements or provisions among
the shareholders or in the organizational documents of the Company which affect
voting of the shares or which create any special voting rights for any
shareholders of the Company.
4.2 FULL RIGHT AND LEGAL CAPACITY. The Shareholder has the full right,
power and legal capacity to enter into this Agreement and sell and deliver the
Company Shares to Micropower at the Closing.
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4.3 SOLVENCY. The Shareholder represents and warrants that he is not now
insolvent and will not be insolvent after selling and delivering the Company
Shares to Micropower pursuant to the terms of this Agreement. The Common Shares
to be issued by Micropower to the Shareholder at Closing represent new
consideration and fair value to the Shareholder for the Company Shares, such
value being at least equal to the full and fair value of the Company Shares
being sold.
ACKNOWLEDGEMENTS REGARDING MICROPOWER AND THE COMMON SHARES.
(a) The Company and the Shareholder understand and acknowledge that
Micropower is a corporation that has never done business, has no current
operations, revenues or assets, and has no full-time or professional management.
After the Closing, the officers and directors of Micropower will be those
officers and directors listed on SCHEDULE 4.4 hereto. The Shareholder
acknowledges that the Common Shares are speculative and that the prospects and
future success of Micropower depend upon the Company whose Company Shares it
will own and upon management of the Company and management of Micropower after
the Closing.
(b) In connection with the issuance and delivery of the Common Shares, the
Shareholder understands and acknowledges that the Common Shares have not been
and will not be registered under the Act and are to be issued to the Shareholder
in reliance upon an exemption from registration provided by Section 4(2) of the
Act and Rule 506 of Regulation D promulgated under the Act. Such issuance is
further exempt under State securities or "blue sky" laws and regulations on the
grounds that the transactions contemplated in this Agreement do not involve any
public offering and the Shareholder is not a resident of any State in the United
States. The Shareholder represents that he is acquiring the Common Shares for
his own account, and not for the account of any other person, and not for
distribution, assignment or resale to others, or for pledge or hypothecation to
others, and no other person has or is intended to have a direct or indirect
ownership or contractual interest in the Common Shares except as may exist or
arise by operation of law. The Shareholder acknowledges that the Common Shares
are "restricted securities" as that term is defined in Rule 144(a) of the
General Rules and Regulations under the Act and understands that the Common
Shares must be held indefinitely, unless they are subsequently registered under
the Act or an exemption from such registration requirements is available for
their resale. The Shareholder understands and agree that the prior written
consent of Micropower will be necessary for any transfer of the Common Shares,
unless the shares have been duly registered under the Act or the transfer is
made in accordance with Rule 144 or another available exemption under the Act.
The Shareholder further understands that every certificate issued by Micropower
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evidencing Common Shares will bear a legend reflecting such restriction on
transfer as provided in this Agreement.
(c) The Shareholder, alone or together with his adviser(s), has such
knowledge and experience in financial, tax and business matters as to enable the
Shareholder to utilize the information made available by Micropower, in
connection with the Purchase, to evaluate the merits and risks of acquiring the
Common Shares and to make an informed investment decision with respect thereto.
4.5 TRUE AND CORRECT INFORMATION AND MATERIAL CHANGES. All information
which the Shareholder has provided or will provide to Micropower is or will be
correct and complete as of the date furnished to Micropower, and, if there
should be any material change in such information prior to the Closing as to the
Shareholder, he will immediately provide Micropower with such information.
4.6 NO SOLICITATION. Shareholder has not been solicited by Micropower
through any form of general solicitation or general advertising, including but
not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio, or made available over telephone lines by any information
service, or any seminar or meeting whose attendees had been invited by any means
of general solicitation or general advertising.
4.7 NO OTHER REPRESENTATIONS OR WARRANTIES. Except as expressly set forth
in this Agreement and the Schedules and Exhibits hereto, Micropower has not made
any representation or warranty to Shareholder in connection with this Agreement.
The Shareholder's decision to enter into the Purchase is based upon his own
independent judgment and investigation and not on any representations or
warranties of Micropower other than those expressly stated in this Agreement and
in the Schedules and Exhibits hereto.
5. REPRESENTATIONS AND WARRANTIES OF MICROPOWER. Micropower represents and
warrants to the Company and the Shareholder that the following are true and
correct as of the date hereof and will be true and correct through the Closing
Date as if made on that date.
5.1 ORGANIZATION AND GOOD STANDING. Micropower is, and on the Closing Date
will be, duly organized, validly existing and in good standing under the laws of
the State of Florida. Micropower has no assets or liabilities and currently
conducts no business in any state in the United States.
5.2 AUTHORIZED CAPITALIZATION. As provided in its Articles of
Incorporation, the authorized capital stock of Micropower consists of 50,000,000
common shares, of which 4,487,500 shares of common stock par value $0.001 per
will be issued and outstanding prior to Closing. No other shares of capital
stock of Micropower are authorized or issued. There are no other classes of
capital stock authorized or issued by Micropower. Each share of common stock of
Micropower carries one vote per share on all matters as to which the
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shareholders of Micropower are entitled to vote. There are no voting
agreements, voting trusts or other arrangements, agreements or provisions among
the shareholders or in the organizational documents of Micropower which affect
voting of the shares or which create any special voting rights for any
shareholders of Micropower.
5.3 OUTSTANDING OPTIONS, WARRANTS OR OTHER RIGHTS. Micropower does not have
outstanding any option, warrant or similar instrument affecting its capital
stock and is not a party to, or bound by, any agreement, instrument,
arrangement, contract, obligation, commitment or understanding of any kind,
whether written or oral, express or implied, whereby Micropower is bound to
issue shares of its capital stock nor has Micropower issued or been a party to
any instrument or right convertible into or Commonable for shares of its capital
stock or otherwise relating to the sale, assignment, encumbrance, conveyance,
transfer or delivery of any capital stock of Micropower of any type or class.
Micropower shall provide to the Company a list of all holders of Micropower's
common stock, the number of shares held by each and the number of each
certificate held by each such shareholder, duly certified by the Secretary of
Micropower. In addition, to the extent available, Micropower shall provide the
mailing address of each such shareholder at Closing.
5.4 SUBSIDIARIES. Micropower has no subsidiaries and does not own shares of
capital stock of any other entity.
5.5 DOCUMENTS GENUINE. All originals and/or copies of Micropower's articles
of incorporation and bylaws, each as amended to date, and all minutes of
meetings and written consents in lieu of meetings of shareholder, directors and
committees of directors of Micropower, financial data, and any and all other
documents, material, data, files, or information which have been or will be
furnished to the Company or the Shareholder, are and will be true, complete,
correct and unmodified originals and/or copies of such documents.
5.6 LITIGATION. There are no claims, actions, suits, proceedings or
investigations pending or threatened against or affecting Micropower in any
court or by or before any federal, state, municipal or other governmental
department, commission, board, bureau, agency or other instrumentality, domestic
or foreign, or arbitration tribunal or other forum. There are no judgments,
decrees, injunctions, writs, orders or other mandates outstanding to which
Micropower is a party or by which it is bound or affected.
5.7 COMPENSATION PLANS. Micropower has not authorized and does not have any
stock option, stock purchase plan, dividend reinvestment plan or similar plan
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pursuant to which any person is entitled to acquire capital stock in Micropower
or any securities convertible into or commonable for its capital stock.
Provided that prior to Closing Micropower shall have adopted a Stock Option Plan
in a form satisfactory to the Company and the Shareholder.
5.8 AUTHORIZATION AND VALIDITY. The execution, delivery and performance by
Micropower of this Agreement and any other agreements contemplated hereby, and
the consummation of the transactions contemplated hereby and thereby, has been
duly authorized by Micropower. This Agreement has been and any other agreement
contemplated hereby is or will be as of the Closing Date duly executed and
delivered by Micropower and constitute, and will constitute legal, valid and
binding obligations of Micropower, enforceable against it in accordance with
their respective terms, except as may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally or the
availability of equitable remedies.
5.9 FINANCIAL STATEMENTS. Micropower will provide to the Company
Micropower's financial books and records, such audited and unaudited financial
statements, specifically to include the latest year end audited statements of
Micropower beginning as of its inception, as exist and as the Company requests.
All such statements shall fairly present the assets, liabilities and financial
condition of Micropower as of the respective dates thereof, and all shall have
been prepared in conformity with generally accepted accounting principles,
consistently applied during the periods covered. For purposes of this
Agreement, such statements shall include all notes thereto.
5.10 NO UNDISCLOSED MATERIAL LIABILITIES. Micropower has not incurred any
liabilities or obligations whatever (whether direct, indirect, accrued,
contingent, absolute, secured or unsecured or otherwise), which singly or in the
aggregate are material to it.
5.11 TAXES. All income, excise, unemployment, social security,
occupational, franchise and other taxes, duties, assessments or charges levied,
assessed or imposed upon Micropower by the United States or by any state or
municipal government or subdivision or instrumentality thereof have been duly
paid or adequately provided for, and all required tax returns or reports
concerning any such items have been duly filed or will be so filed prior to
Closing.
5.12 INDEBTEDNESS TO OR FROM AFFILIATES. Micropower is not and will not
be indebted to any officer, director, employee or shareholder thereof as of the
Closing Date. No money or property is owed to Micropower by any officer,
director, employee or shareholder thereof, and none will be owed as of the
Closing.
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5.13 SALARIES. No person receives a salary or other cash compensation
from Micropower, and no person will receive a salary or other cash compensation
from Micropower prior to Closing. Micropower has no employees and has never had
any employees.
5.14 INSURANCE. Micropower does not now have any insurance policy in
effect and will not obtain any insurance policy prior to Closing.
5.15 BOOKS, RECORDS AND ACCOUNTS. Except for the minute book and
accounting and corporate records of Micropower furnished to the Company, there
are no other books, records or accounts of Micropower. All bank accounts of
Micropower, if any, are listed in Schedule 5.15. Micropower agrees to execute
such documents as may be necessary or desirable to change the signatories on
such bank accounts at or following the Closing if such accounts exist.
5.16 ESTOPPEL. All statements made herein, or in any Exhibit or Schedule
hereto, or in any document or certificate executed and delivered herewith by
Micropower are true, correct and complete as of the date of this Agreement and
will be so as of the Closing. All statements contained in any certificate made
by any officer or director of Micropower and delivered to the Company shall be
deemed representations and warranties of Micropower.
5.17 CONSENTS; APPROVALS; CONFLICT. No consent, approval, authorization
or order of any court or governmental agency or other body is required for
Micropower to execute and perform its obligations under this Agreement. Neither
the execution, delivery, consummation nor performance of this Agreement shall
conflict with or constitute a breach of Micropower's articles of incorporation
or bylaws, as amended to date, or any note, mortgage, indenture, deed of trust
or other agreement or instrument to which Micropower is a party or by which it
is bound nor, to the best of Micropower's knowledge and belief, any existing
law, rule, regulation, or any decree of any court or governmental department,
agency, commission, board or bureau, domestic or foreign, having jurisdiction
over Micropower. Micropower has timely, accurately, and completely filed all
reports, statements and schedules required under applicable federal and state
securities laws with the U.S. Securities and Exchange Commission and all
governing securities authorities, if any.
5.18 RESTRICTIVE COVENANTS. Prior to the consummation of the proposed
Purchase, Micropower shall not engage in any business or activity other than
attempting to consummate the Purchase and other transactions contemplated
herein. Further, Micropower will not, without the prior written authorization
of the Company, (i) make any changes in its capital structure, (ii) incur any
liability or obligation, (iii) declare or pay any dividend or make any other
distribution with respect to its capital stock, (iv) issue, sell, or deliver or
purchase or otherwise acquire for value any of its stock or other securities,
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(v) make any investment of a capital nature, or (vi) enter into any contract,
agreement, or other commitment.
5.19 DISCLAIMER OF FURTHER WARRANTIES. Except as expressly set forth in
this Agreement and the Schedules and Exhibits hereto, neither the Company nor
the Shareholder have made any other representation or warranty to Micropower in
connection with the Purchase. Micropower's decision to enter into the Purchase
is based upon Micropower's own independent judgment and investigation and not on
any representations or warranties of the Company or the Shareholder other than
those expressly stated in this Agreement and in the Schedules and Exhibits
hereto.
6. CONDITIONS TO OBLIGATIONS OF THE PARTIES; DELIVERIES. All obligations of
the parties under this Agreement are subject to the fulfillment, prior to the
Closing, of all conditions precedent and to performance of all covenants and
agreements and completion of all deliveries contemplated herein, unless
specifically waived in writing by the party entitled to performance or to demand
fulfillment of the covenant or delivery of the documents.
6.1 DOCUMENTS TO BE DELIVERED TO MICROPOWER. At the Closing, the following
documents shall be delivered to Micropower by the Company or the Shareholder, as
the case may be, which documents shall be reasonably satisfactory in form and
content to Micropower's counsel:
(a) Certificates executed by an officer of the Company, dated as of the
Closing Date, certifying that the representations and warranties of the Company,
contained in this Agreement and the information set forth in all Schedules and
Exhibits of the Company hereto are then true and correct and that the Company
has complied with all agreements and conditions required by this Agreement and
all related agreements to be performed or complied with by the Company.
(b) A copy of the directors' resolution or the minutes of the meeting of
the directors of the Company approving the execution and performance of this
Agreement.
(c) The certificates evidencing the Company Shares, endorsed on the reverse
side for transfer or accompanied by a signed stock power in form reasonably
satisfactory to Micropower.
(d) All completed Schedules, and all Exhibits called for in this Agreement.
6.2 DOCUMENTS TO BE DELIVERED TO THE COMPANY AND THE SHAREHOLDER. At the
Closing the following documents shall be delivered to the Company and the
Shareholder by Micropower, which documents shall be reasonably satisfactory in
form and content to the Company's counsel:
-15-
(a) To the Shareholder, stock certificates evidencing the Common Shares.
(b) To the Company and the Shareholder, a certificate executed by an
officer of Micropower dated as of the Closing Date, certifying that the
representations and warranties of Micropower contained in this Agreement and the
information set forth in all Schedules and Exhibits of Micropower are then true
and correct and that Micropower has complied with all agreements and conditions
required by this Agreement to be performed or complied with by it.
(c) To the Company and the Shareholder, a copy of the directors' resolution
or the minutes of the meeting of the directors of Micropower approving the
execution and performance of this Agreement.
(d) A complete list of shareholders of Micropower showing their respective
share holdings in Micropower as of the Closing Date and showing the mailing
address of each shareholder.
All completed Schedules and all Exhibits called for in this Agreement.
6.3 CONDITIONS PRECEDENT. The obligations of the parties under this
Agreement are subject to the satisfaction of the following conditions (in
addition to other conditions and terms of this Agreement), unless waived in
writing, on or prior to the Closing:
(a) REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties of every party contained in this Agreement shall be in all material
respects true and correct on as of the Closing Date as if made on such date.
(b) COMPLIANCE. Micropower, the Company and the Shareholder each shall have
performed all covenants and agreements, satisfied all conditions and complied
with all other terms and provisions of this Agreement to be respectively
performed, satisfied or complied with by it as of the Closing Date.
(c) NO ERRORS OR MISREPRESENTATIONS. Micropower shall not have discovered
any material error, misstatement or omission in, or failure of, any
representation or warranty made by any of the other parties, and the Company
and/or the Shareholder shall not have discovered any material error,
misstatement or omission in or failure of any representation or warranty made by
Micropower.
(d) DUE DILIGENCE EXAMINATION. Micropower shall have completed a due
diligence examination of the Company satisfactory to Micropower covering all
-16-
books, records, contracts and other documents and all financial affairs of the
Company. The Company shall have completed a due diligence examination of
Micropower satisfactory to the Company covering all books, records, contracts
and other documents and all financial affairs of Micropower.
(e) LEGAL MATTERS. All legal matters in connection with this Agreement and
the consummation of all transactions herein contemplated, and all documents and
instruments delivered in connection herewith shall be reasonably satisfactory to
each party.
(f) NO LITIGATION OR PROCEEDINGS. No injunction or restraining order of any
federal or state court shall be in effect which prevents the Purchase or
issuance and delivery of the Common Shares, and no lawsuit or other proceeding
shall have been filed by any person prior to the Closing Date contesting or
attempting to enjoin either action, and no action taken and no law shall have
been passed after the date of this Agreement which prevents the Purchase or
other transactions contemplated herein.
7. OTHER COVENANTS OF THE PARTIES. The parties agree that, prior to the
Closing:
7.1 EFFECTUATION OF THIS AGREEMENT. The parties hereto each will use their best
efforts to cause this Agreement and all related agreements to become effective,
and all transactions herein and therein contemplated to be consummated, in
accordance with their terms, to obtain all required consents, waivers and
authorizations of governmental entities and other third parties, to make all
filings and give all notices to those regulatory authorities or other third
parties which may be necessary or reasonably required in order to effect the
transactions contemplated in this Agreement, and to comply with all federal,
local and state laws, rules and regulations in the United States and in China as
may be applicable to the contemplated transactions.
7.2 RESTRICTION ON ACTION. The parties each agree that they will not do anything
or carry out an act prohibited by this Agreement or any related agreement, or
fail to do anything or carry out an act which he or it has undertaken to do in
this Agreement or any related agreement.
7.3 ACCESS AND INFORMATION. To the extent each party deems necessary for
purposes of this Agreement and the transactions contemplated hereby, the Company
and Micropower each shall permit the other, their counsel, accountants and other
representatives to have full access, upon reasonable notice and during regular
business hours, throughout the period prior to Closing, to their equipment,
assets, properties, books and records, and will cause to be furnished to the
requesting party and their representatives during such period all information it
or their representatives may reasonably request.
-17-
7.4 NO-SHOP PROVISION. The Company and the Shareholder on one hand and
Micropower on the other hand agree that, from the date hereof until Closing or
termination of this Agreement, neither will take any action, directly or
indirectly, to solicit indications of interest in, or offers for, any
transaction similar to the Purchase from third parties. The Company on the one
hand and Micropower on the other hand agree promptly to inform each other of any
offers or solicitations for a similar transaction, including the terms thereof,
made by any third party, provided, that the foregoing shall not include casual
oral offers or solicitations not formally considered by the Company or
Micropower. Violation of any of the requirements of this paragraph shall
constitute a material breach of this Agreement.
7.5 CONFIDENTIALITY. The Company and Micropower covenant that they each will not
disclose any confidential information of the other obtained by them, except to
their officers, directors, attorneys, accountants, and employees involved in
these transactions, and only then on the condition that such individuals not
disclose the information disclosed to them. Notwithstanding the foregoing, the
terms of this Agreement, or of any of the transactions contemplated hereby, may
be disclosed following execution hereof, with the consent of the other party. In
addition, either party may disclose this Agreement or any part hereof to any
third party at any time if required to do so by law, this Agreement or other
contractual obligation.
7.6 ADDITIONAL ACQUISITION BY MICROPOWER. The Company and the Shareholder
acknowledge and agree that the Closing of this Agreement is conditioned on the
closing of the Share Purchase Agreement among Micropower (or Florida Newco as
successor to Micropower), J. Xxxx Xxxxx, the majority shareholder of Micropower,
and Medallion Capital Corp., acting on behalf of a group of purchasers. Both
closings shall occur at the same time and place to be agreed upon by all parties
to both agreements. Such share purchase by the group of purchasers represented
by Medallion Capital Corp. is a condition of Closing. Medallion Capital Corp.
shall have no liability to any party whatsoever if such share purchase is no
consummated for any reason.
8. TERMINATION OF THIS AGREEMENT.
GROUNDS FOR TERMINATION. This Agreement shall terminate:
(a) By mutual written consent of Micropower and the Company; or
(b) By mutual consent of Micropower and the Shareholder
(c) By Micropower; the Shareholder or the Company, if:
(i) all the conditions precedent to their respective obligations
-18-
hereunder have not been satisfied or waived prior to the Closing
Date, as it may be accelerated or extended, or if any the
Shareholder refuses to close the transaction completed by this
Agreement;
(ii) any party shall have defaulted or refused to perform in any
material respect under this Agreement, or if Micropower or the Company
should have reasonable cause to believe there has been a material
misrepresentation concerning, or failure or breach of, any
representation or warranty by the other party, or if it appears that
either the Company or Micropower has committed any unlawful acts
affecting the other party;
(iii) the transactions contemplated in this Agreement and related
agreements have not been consummated on the Closing Date, as it may be
accelerated or extended, or
(iv) either Micropower or the Company shall reasonably determine
that the transactions contemplated in this Agreement have become
inadvisable by reason of the institution or threat by any federal,
state or municipal governmental authorities in the United States or
China or by another person or by reason of the commencement of a
formal investigation, suit or proceeding of any kind against any of
the parties which in one party's reasonable belief is material in
light of the other party's business, prospects, properties or
financial condition;
8.2 MANNER OF TERMINATION. Notice of any termination described above shall
be given in writing to the other party as required in this Agreement as promptly
as is practical under the circumstances. Upon a party's receipt of such
termination notice, this Agreement shall terminate and the transactions herein
contemplated shall be abandoned without further action by the parties.
8.3 SURVIVAL OF CONFIDENTIALITY PROVISIONS. Upon termination of this
Agreement for any reason, (i) the covenants of the parties concerning the
confidentiality and proprietary nature of all documents and other information
furnished hereunder shall remain in full force and effect except as to
information which has otherwise become public knowledge, and (ii) each party
shall promptly return all documents received from the other party in connection
with this Agreement.
9. MISCELLANEOUS PROVISIONS.
9.1 ASSIGNMENT. Neither this Agreement nor any right created hereby or in
any agreement entered into in connection with the transactions contemplated
hereby shall be assignable by any party hereto without the prior written consent
of the other parties not seeking assignment, and any purported assignment
without such consent shall be null and void and of no force or effect. No such
assignment shall relieve the assignor of any obligations created under this
Agreement.
-19-
9.2 PARTIES IN INTEREST; NO THIRD PARTY BENEFICIARIES. Except as otherwise
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the parties and their respective heirs, legal
representatives, successors and permitted assigns. Neither this Agreement nor
any other agreement contemplated hereby shall be deemed to confer upon any
person not a party hereto or thereto any rights or remedies hereunder or
thereunder, except as expressly set forth in this Agreement.
9.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties regarding the subject matter hereof, and supersedes all prior
agreements and understandings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof.
9.4 SEVERABILITY. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
never comprised a part hereof; and the remaining provisions hereof shall remain
in full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Further, in lieu of such
illegal, invalid or unenforceable provision, there shall be added automatically
as part of this Agreement a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and be legal, valid and
enforceable.
9.5 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties and covenants of all parties contained herein
shall not survive the Closing, and any statements contained in any certificate,
exhibit or other instrument delivered by or on behalf of Micropower, the
Shareholder or the Company , as the case may be, shall not survive the Closing.
9.6 INTERPRETATION. This Agreement shall be governed by and construed under
the laws of the State of New York and shall be interpreted as if both parties
participated equally in their drafting. The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions hereof. Whenever the context requires, the gender of all
words used herein shall include the masculine, feminine and neuter, and the
number of all words shall include the singular and plural. Use of the words
"herein", "hereof", "hereto", and the like in this Agreement shall be construed
as references to this Agreement as a whole and not to any particular provision
in this Agreement, unless otherwise noted.
9.7 NOTICE. Any notice or communication hereunder or in any agreement
entered into in connection with the transactions contemplated hereby must be in
writing and given by depositing the same in the mail, addressed to the party to
-20-
be notified, postage prepaid and registered or certified with return receipt
requested, by telefax transmission or by delivery by use of a recognized
commercial courier which regularly retains their delivery receipts. Such notice
shall be deemed received on the date on which it is delivered to the addressee.
For purposes of notice, the addresses of the parties shall be:
If to the Company or to Micropower (following the closing):
If to Company:
Shenzhen Acto Digital Video Tech. Co. Ltd.
Rm 2608-2616, X/00
Xxxxxxx Xxxxxxxx, Xx. 00X, Xxxxxxx Zhonglu
Futian Districk, Xxxxxxxx Xxxx, 000000
Tel: 000-0000
with a copy to:
Kavinoky & Xxxx. LLP
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX, XXX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxxx
If to Micropower (prior to closing):
Attn. J Xxxx Xxxxx
000 Xxxxxxxxx Xxx. X, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
ATTN: Xxxx Xxxxx
If to Shareholder:
Xxx Xxxx
No. 9, Xxx xxx xxxx
Xx Xxxxx District
Xx Xxx City
with a copy to: Medallion Capital Corp.
000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
9.8 NO BROKERS: Each party represents and warrants to the others and agrees
that it has not employed or engaged, and will not employ or engage, any person
as a finder or broker in connection with the transactions contemplated herein,
and that no person is entitled to compensation as a finder or broker. Each
party hereby indemnifies the other parties and holds the other parties harmless
-21-
from and against any claims of any third persons claiming to have acted as a
finder or broker in connection with the transactions herein contemplated, and
such indemnity shall include all expenses, costs and damages arising from or
related to such claims, including reasonable attorneys' fees. Nothing herein
shall prevent the payment to Medallion Capital Corp. of any fees and expenses
that have been agreed to separately.
9.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. Execution and delivery of this
Agreement by facsimile copies bearing facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
9.10 PREVAILING PARTY (ATTORNEYS' FEES) CLAUSE. In the event of any
litigation or proceeding arising as a result of the breach of this Agreement or
the failure to perform hereunder, the party or parties prevailing in such
litigation or proceeding shall be entitled to collect the costs and expenses of
bringing or defending such litigation or proceeding, including reasonable
attorneys' fees, from the party or parties not prevailing.
9.11 RELATIONSHIP OF THE PARTIES. Nothing in this Agreement is intended
to be construed so as to suggest that the parties hereto are partners or joint
venturers, or that any party or their employees is the employee or agent of the
other. Neither the Company, the Shareholder nor Micropower has any express or
implied right or authority under this Agreement to assume or create any
obligations on behalf of or in the name of the other party to any contract,
agreement, arrangement, understanding or undertaking with any third party.
9.12 NO ADVICE GIVEN. The Company and the Shareholder acknowledge and
agree that they have neither asked for nor received any legal or tax advice from
Micropower or its Directors or any other person associated with Micropower in
regard to this Agreement or the transactions herein contemplated, and have
instead relied on advice and counsel furnished by their own legal or other
advisers in order to satisfy themselves as to the tax and other legal
implications to them of the Purchase and issuance of the Common Shares.
-22-
9.13 EXPENSES. Except as otherwise provided in this Agreement, the
Company shall bear the fees and expenses incurred in connection with their
performance of their obligations as part of the transactions contemplated
herein.
IN WITNESS WHEREOF, all parties have executed this Agreement, and the
Company and Micropower have initialed every preceding page hereof, as of the
dates respectively indicated below.
MICROPOWER GENERATION, INC.
/s/ J Xxxx Xxxxx
----------------------
Name: J. Xxxx Xxxxx
Title: President
Dated this 7th day of October, 2002.
SHENZHEN ACTO DIGITAL VIDEO TECH. CO. LTD.
/s/ Xxx Xxxx
----------------------
Title: Chairman
Name: Xxx Xxxx
Dated this 15th day of October, 2002.
SHAREHOLDER,
/s/ Xxx Xxxx
----------------------
Name: XXX XXXX
Dated this 15th day of October, 2002.
-23-
EXHIBIT A
TO US SHARE COMMON AGREEMENT
MICROPOWER SHARES TO BE DELIVERED AT CLOSING
SHAREHOLDER ADDRESS NO. OF SHARES
Xxx Xxxx No. 9, Xxx xxx qiao 4,012,500
Xx Xxxxx District
Xx Xxx City
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SCHEDULE 3.13
MATERIAL INCREASES IN
INSURANCE PREMIUMS
NONE
-25-
SCHEDULE 3.17
INTELLECTUAL PROPERTY,
TRADEMARKS, ETC.
SEE ATTACHMENT - PATENT AND TRADEMARKS
-26-
SCHEDULE 3.8
MATERIAL CONTRACTS
AS PREVIOUSLY PROVIDED.
-27-
SCHEDULE 3.9
SHARE EXCHANGE AGREEMENT
Indentures to and from affiliates
---------------------------------
None
-28-
SCHEDULE 4.1
NUMBER OF COMPANY SHARES
OWNED BY THE SHAREHOLDER
Xxx Xxxx 10,949,560 Common Shares
-29-
SCHEDULE 4.4
SHARE EXCHANGE AGREEMENT
Officer and Directors to be appointed to Micropower
---------------------------------------------------
Xxx Xxxx - Chairman, President and General Manager
Xxx Xxxx - Director, Assistant General Manager and CFO
Ye Weiging - Director, VP Sales and Human Resources
-30-
SCHEDULE 5.15
MICROPOWER BANK ACCOUNTS
None
-31-
