AGREEMENT
Exhibit
10.2
AGREEMENT
This
Agreement (the "Agreement") is made as of the 23rd day of
April 2009 by and among China International Tourism Holdings, Ltd., a Nevada
corporation ("CINH"), Shanxi Kai Da Lv You Gu Wen Xxxx Xxxx Si(“Kai Da”) a
company organized under the laws of the Peoples’ Republic of China and Xx. Xxx
Ming, an individual. (“Buyer”).
RECITALS
1. CINH and
Kai Da currently have total assets of $407,616 and total liabilities
of $481,275 (collectively "CINH Assets and Liabilities"), in
accordance with the audited financial information for the year ended December
31, 2008, which was disclosed in CINH's annual report on Form 10K filed with
Securities and Exchange Commission on April 15, 2009.
2. For
valuable consideration and upon the terms and conditions set forth herein, CINH
desires to sell and transfer and Buyer desires to purchase and acquire CINH
Assets and Liabilities.
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NOW,
THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto mutually agree as
follows:
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AGREEMENT
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1. Purchase and Sale of
CINH Assets and Liabilities. Subject to the terms and
conditions hereof, CINH will transfer to Buyer, and Buyer will acquire
from CINH and Kai Da, CINH Assets and Liabilities in exchange for the
payment of good and valuable consideration of not less than One Hundred
dollars ($100.00) (the "Purchase
Price").
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2. Delivery of the
Purchase Price. At the Closing, Buyer shall deliver to
CINH good and valuable consideration of not less than One Hundred dollars
($100.00).
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3. Delivery. At
the Closing, CINH and Kai Da shall deliver to Buyer all applicable
documents representing all CINH Assets and Liabilities and such documents
shall be properly endorsed for transfer.
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| 4. Representations and Warranties of CINH. CINH and Kai Da hereby represent and warrant to Buyer as follows: |
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4.1
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Corporate
Organization and Authority. CINH is a corporation duly
organized, validly existing, authorized to exercise all of its corporate
powers, rights and privileges, and in good standing in the State of
Nevada. CINH has the full power and authority to enter into and
to perform this Agreement in accordance with its terms, and the execution,
delivery and performance of this Agreement by CINH have been duly
authorized by all necessary corporate action on the part of
CINH. Neither the execution nor delivery of this Agreement nor
compliance by CINH with its obligations under the terms of this Agreement
will (i) conflict with the certificate of incorporation or by-laws of
CINH, any rule, regulation, statute or order of any governmental body or
court applicable to it or its property or to any agreement or instrument
to which it is a party or by which it is bound, or (ii) result in the
creation of any liens upon any of the CINH Assets to be
transferred pursuant to this
Agreement.
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4.2
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No
consent or approval of any third party is required with respect to the
actions to be taken hereunder by
CINH.
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4.3
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Title
to CINH Assets and Liabilities. CINH owns beneficially
and of record, free and clear of any lien, option or other encumbrance,
and has full power and authority to convey, free and clear of any lien or
encumbrance, the total assets of $407,616 and upon delivery of the
Purchase Price for such Assets as provided in this Agreement, CINH will
convey to Buyer or at his direction to others, good and valid title
thereto, free and clear of any lien or other encumbrance. In addition,
CINH will assign to Buyer or his nominee the debt of $481,275 owed by
CINH.
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| 5. Representations and Warranties of Buyer. Buyer represents and warrants to CINH as follows: | |
| 5.1 Authorization. This Agreement, when executed and delivered by Buyer, will constitute a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms, except as may be limited to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or involving creditors' rights. | |
| 5.2 Disclosure. Buyer is a former officer and director of CINH and is fully informed of and aware of the structure and status of the corporation in which he is acquiring an interest as represented by CINH Assets and Liabilities, Buyer is fully informed and aware of the status of the assets, debts and condition and acknowledges that he is purchasing CINH Assets and Liabilities in its current condition and without further warranties from CINH. | |
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5.3 Authority
to Execute and Perform Agreement. Buyer has the full legal
right and power and all authority and approvals. If any, required to enter
into, execute and deliver this Agreement and to perform fully Buyers’
obligations hereunder. The execution and delivery by Buyer of
this Agreement and the performance by Buyer of this Agreement in
accordance with its terms and conditions will not (i) require the approval
or consent of any federal, state, local or other governmental or
regulatory body or the approval or consent of any other person; (ii)
conflict with or result in any breach or violation of any of the terms and
conditions of, (or with notice or lapse of time or both, conflict with or
result in any breach or violation of any of the terms and conditions of)
any judgment or decree applicable to him of the Shares or any instrument,
contract or other agreement to which Buyer is a
party.
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6. Miscellaneous.
6.1 Governing
Law. This Agreement shall be governed in all respects by the laws of
the State of Nevada.
6.2 Survival. The
representations, warranties, covenants, and agreements made herein shall survive
any investigation made by any party hereto and the closing of the transactions
contemplated hereby.
6.3 Successors
and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of and be binding upon the
successors, assigns, heirs, executors, administrators of the parties hereto and
all subsequent holders of CINH Assets and Liabilities.
6.4 Entire
Agreement; Amendment. This Agreement and the other documents and
agreements delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof. This Agreement may only be amended in writing
signed by the Seller and the holders of a majority of the outstanding shares of
CINH hereunder.
6.5 Notices. Except
as otherwise provided all notices and other communications require or permitted
hereunder shall be in writing and shall be mailed by first-class mail, postage
prepaid, addressed to their respective addresses as provided by Buyer and Seller
or to such other address as each may have furnished to the others in
writing.
6.6 Expenses. Whether
or not the transactions contemplated hereby are consummated, each party shall
pay its own expenses in connection with the transaction.
6.7 Waiver
of Breach or Default. Neither Buyer nor CINH shall waive any right,
power or remedy accruing hereunder unless such waiver is in writing signed by
the party to be charged. The waiver of any breach or default
hereunder shall not constitute the waiver of any other breach or
default. All remedies under this Agreement or by law or otherwise
afforded to Buyer or CINH shall be cumulative and not alternative.
6.8 Legal
Fees. The prevailing party in any legal action or arbitration
proceeding brought by one party against the other shall be entitled,
in addition to any other rights and remedies, to reimbursement for its expenses
incurred thereby, including court costs and reasonable attorney's
fees.
6.9 Titles
and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
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OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year herein above first written.
By: /s/Wanwen
Su
WANWEN SU
Director and Majority
Shareholder
XI'AN XXX XX XXX XXX XXXXX BO CO.
LTD.
By: /s/Wanwen
Su
WANWEN SU
Director
BUYER:
XX. XXX, MING
Signed: /s/ Lei,
Xxxx
Xxx,
Ming
Individual
