Stock purchase agreement
Purchaser: Heilongjiang
Hairong Science & Technology Development Co. Ltd
Seller: Chongqing Dinv Ares
Filming Production Co. Ltd
Chongqing
Dinv Ares Longmao animation Co. Ltd
Now,
therefore, it is agreed:
1, Purchaser
agreed to purchase all the assets(excluding the real estate), intellectual
property rights(excluding the advertising company), and all the equity from the
Seller. The films which are shooting now are excluding the acquisition, the
copyright belongs to the original shareholders.
2, Seller
agreed to sell all the assets(excluding the real estate), intellectual property
rights(excluding the advertising company), and all the equity to the Purchaser.
The films which are shooting now are excluding the acquisition, the copyright
belongs to the original shareholders.
The
specific conditions of the acquisition are as follows:
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1.
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Seller
provides Purchaser a list of company assets(excluding the real
estate)
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2.
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Purchaser
only purchase the net assets from Seller, Purchaser does not have
responsibilities for the loan from the bank or any other liabilities of
Seller.
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3.
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Seller
has to provide the financial reports by Purchaser’s
request.
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4.
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After
the purchase, Seller’s name won’t be changed in
Chongqing
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5.
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After
the purchase, Seller’s artificial person won’t be changed in
Chongqing
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6.
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After
the purchase, Purchaser will unified financial management.
Seller in Chongqing will not have financial Dept. any
more.
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7.
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Purchaser
makes the purchase by purchasing the common stocks. The purchase price for
the Shares is the average stock price for five trading
days.
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8.
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After
the purchase, Purchaser 100% owns
Seller.
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Purchase
Price
After
signing the purchase agreement, Purchaser agreed to give Seller 1 million shares
which Seller could decide how to deal with.
Warranties
Seller
ensures that the list of assets provides by them is authentic. Purchaser
reserves the right to investigate.
Terms of the transition
period
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1.
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Seller
promised to keep and manage well all the assets of the companies during
the transition period
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2.
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Seller
promised to keep the assets intact and in good condition during the
transition period which will be the same as the list handed in to
Purchaser.
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3.
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Purchaser
will choose a date and send out professional people to check the Seller’s
assets. After the assets verification, both the people from Purchaser and
Seller sign and complete the transfer of
assets.
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4.
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Purchaser
and Seller both understand the confidentiality to the agreement and all
the documents related to this agreement. Neither Purchaser nor Seller
could leak out anything without mutual
agreement.
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Purchaser
and Seller agreed to found Fu’s Brother Media Group which located in Beijing.
All other pending details will be discussed to solve.
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Purchaser:
Heilongjiang Hairong Science &
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Seller:
Chongqing Dinv Ares Filming Production Co. Ltd
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Technology
Development Co. Ltd
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Chongqing
Dinv Ares Longmao animation Co. Ltd
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Signature
(Fu Qiang)
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Signature
(Fu Xiaoyang)
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Date 11/11/2009
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Date 11/11/2009
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