COMMON STOCK PURCHASE AGREEMENT Private and Confidential
Private
and Confidential
THIS
COMMON STOCK PURCHASE AGREEMENT, (the "Agreement") made this ___ day of 30 Sep,
2009 (the “Effective Date”), by and among Mr. Xxx Xx (ID card number:
220182198109100927), ("Buyer"), Asia Global Holdings Corp. ("Seller"), and Sino
Trade Intelligent Development Corp. Limited., a corporation organized under the
laws of Hong Kong Special Administrative Region (the "Company") (Buyer, Seller
and Company each a "Party" and collectively the "Parties").
WITNESSETH:
WHEREAS,
the Company currently has 5,000,000 shares of common stock issued and
outstanding and Seller owns one hundred percent (100%) of the common stock of
the issued and outstanding shares of the Company (the "Stock"), and
WHEREAS,
Buyer wishes to purchase the Stock and Seller is desirous of selling the Stock
to Buyer on the terms and conditions hereinafter appearing;
NOW,
THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and conditions
hereof, the Parties agree as follows:
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1.
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Agreement to Purchase
and Sell. Seller will sell, issue, assign, transfer and deliver to
Buyer and Buyer agrees to purchase the Stock from Seller, in exchange for
One U.S. dollar ($1.00) (the "Purchase Price"), to be paid to Seller on or
about 8 October 2009 or such other date as the Parties may so designate as
close on the sale and purchase of the Stock (the "Closing"), payable
according to the terms and conditions set forth in Section 2
herein.
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2.
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Closing. On or
about the Closing the Parties shall perform, in
order:
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a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer;
b) Seller
shall deliver a fully executed copy of this Agreement to Buyer;
c) Seller
shall deliver to Buyer duly endorsed stock certificate; representing the Stock
("Stock Certificate") against payment of the Purchase Price.
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3.
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Payment
Terms.
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a) Buyer
shall cause to be paid the sum of one U.S. dollar ($1.00) to the Seller on or
before the Closing (the "Funds'').
b) In the
event that the Closing is not effectuated through no fault of the Parties, all
Funds shall be returned to the Buyer, and neither Seller nor Buyer shall have
any further recourse,
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4.
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Representations and
Warranties of Company.
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The
Company hereby warrants to Buyer that:
(a) The
authorized capital stock of the Company is 5,000,000 shares of Common Stock,
5,000,000 of which are validly issued and outstanding. The Company does not have
outstanding any preferred stock, options or warrants.
5. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to Seller that
the statements in the following paragraphs of this Section 5 are all true and
complete as of the date hereof:
(a) Full
Power and Authority. Buyer represents that he has full power and authority to
enter into this Agreement.
(b)
Information Concerning the Company. Buyer has conducted his/her own due
diligence with respect to the Company and its liabilities and believes he/she
has enough information upon which to base an investment decision in the Stock.
Buyer acknowledges receipt of Company's financial statements (up to 31 August
2009), has carefully reviewed such financial statements and understands that the
Company presently has no active business and has certain debt obligation. Buyer
further acknowledges that Seller has made no representations with respect to the
Company, its status, or the existence or non-existence of liabilities in the
Company except as explicitly stated in this Agreement. Buyer is taking the Company
"as is" and acknowledges and assumes all liabilities of the
Company.
(c) No
Oral Representations. No oral or written representations have been made other
than or in addition to those stated in this Agreement. Buyer is not relying on
any oral statements made by Seller, Seller's representatives or affiliates in
purchasing the Stock.
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6.
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Governing Law;
Jurisdiction.
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Any
dispute, disagreement, conflict of interpretation or claim arising out of or
relating to this Agreement, or its enforcement, shall be governed by the laws of
the Hong Kong Special Administrative Region (HKSAR).
7.
Termination.
Buyer may terminate this Agreement by providing at least seven (7) days' written
notice of the same.
8.
Successors and Assigns.
The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Parties.
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9. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
10. Costs, Expenses. Each
Party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.
11 Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provisions shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
12. Entire Agreement. This Agreement
constitutes the entire agreement and understanding of the Parties with respect
to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings duties or obligations between the
Parties with respect to the subject matter hereof.
13. Further Assurances.
From and after the date of this Agreement, upon the request of the Buyer or
Seller, Buyer and Seller shall execute and deliver such instruments, documents
or other writings as may be reasonably necessary or desirable to confirm and
carry out and to effectuate fully the intent and purposes of this
Agreement.
14. Term, Survival. This
Agreement is effective from the Effective Date hereof, and shall remain in
effect until the earlier a termination of this Agreement or all the rights and
obligations of the Parties hereto have been fully
performed.
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IN WITNESS
WHEREOF, the
Parties hereto have executed this Agreement as of the date first written
above.
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BUYER
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SELLER
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/s/Xxx XX
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/s/ Ping-Xxxx XXX
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Jie
XX
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Xxxx-Xxxx
XXX
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COMPANY
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Sino
Trade Intelligent Development Corp. Limited
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By:
/s/ Xxxxxxx Xxx, Director
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Xxxxxxx
Xxx, Director
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