STOCK PURCHASE AGREEMENT
This
Agreement is made and entered into as of August 24, 2007, between Pilpol (HK)
Biological Limited, a Hong Kong company (hereinafter referred to as “Buyer”) and
an indirect wholly owned subsidiary of China Water and Drinks Inc., a Nevada
corporation (hereinafter referred to as “CWD”), and Haoyang Bian, the
shareholder (hereinafter referred to as the “Seller”) of Shenyang Aixin Company
Limited, a company formed in accordance with the laws of the People’s Republic
of China (the “Company”) that is a bottled water production company located at
Shenyang City (Jilin Province) in the People’s Republic of China.
WITNESSETH:
WHEREAS,
the Seller is the owner of 66.67% of the issued and outstanding equity (the
“Shares”) of the Company; and
WHEREAS,
the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from
the Seller, the Shares, upon the terms and subject to the conditions set forth
herein;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, the Buyer and the Seller hereby agree as
follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01 Certain
Defined Terms.
As used
in this Agreement, the following terms shall have the following
meanings:
“Action”
means
any claim, action, suit, arbitration, inquiry, proceeding or investigation
by or
before any Governmental Authority.
“Affiliate”
means,
with respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by,
or is
under common control with, such specified Person.
“Buyer”
has
the
meaning specified in the recitals to this Agreement.
“Cash
Investment” has
the
meaning specified in Section 2.02 of this Agreement.
“Company”
has
the
meaning specified in the recitals to this Agreement.
“Control”
(including the terms “controlled
by”
and
“under
common control with”),
with
respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly or as trustee or executor, of the power
to
direct or cause the direction of the affairs or management of a Person, whether
through the ownership of voting securities, as trustee or executor, by contract
or otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board
of
directors or similar body governing the affairs of such Person.
1
“CWD”
has
the
meaning specified in the recitals to this Agreement.
“CWD
Common Stock”
means
the common stock, par value $0.001 per share of CWD.
“Encumbrance”
means
any security interest, pledge, mortgage, lien (including, without limitation,
environmental and tax liens), charge, encumbrance, adverse claim, preferential
arrangement or restriction of any kind, including, without limitation, any
restriction on the use, voting, transfer, receipt of income or other exercise
of
any attributes of ownership.
“GAAP”
means
generally accepted accounting principles in the United States.
“Governmental
Authority”
means
any United States federal, state or local or any foreign government,
governmental, regulatory or administrative authority, agency or commission
or
any court, tribunal, or judicial or arbitral body.
“Governmental
Order”
means
any order, writ, judgment, injunction, decree, stipulation, determination or
award entered by or with any Governmental Authority.
“Law”
means
any federal, state, local or foreign statute, law, ordinance, regulation, rule,
code, order, other requirement or rule of law.
“Liabilities”
means
any and all debts, liabilities and obligations, whether accrued or fixed,
absolute or contingent, matured or un-matured or determined or determinable,
including, without limitation, those arising under any Law, Action or
Governmental Order and those arising under any contract, agreement, arrangement,
commitment or undertaking.
“Material
Adverse Effect”
means
any circumstance, change in, or effect on the business of the Company that,
individually or in the aggregate with any other circumstances, changes in,
or
effects on, the business of the Company: (a) is, or could be, materially adverse
to the business, operations, assets or Liabilities, employee relationships,
customer or supplier relationships, prospects, results of operations or the
condition (financial or otherwise) of the Company or (b) could adversely affect
the ability of the Buyer or the Company to operate or conduct any lawful
business.
“PCAOB”
means
the Public Company Accounting Oversight Board.
“Person”
means
any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity, as well as any syndicate or group
that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
2
“Purchase
Price”
has
the
meaning specified in Section 2.02.
“Registration
Rights Agreement”
means
the Registration Rights Agreement dated as of May 31, 2007 by and among CWD
and
the investors parties thereto.
“Securities
Act”
means
the Securities Act of 1933, as amended.
“Seller”
has
the
meaning specified in the recitals to this Agreement.
“Shares”
has
the
meaning specified in the recitals to this Agreement.
“Stock
Consideration”
has
the
meaning specified in Section 2.03 of this Agreement.
“Stock
Consideration Payment Date”
has
the
meaning specified in Section 2.03 of this Agreement.
“2006
Financial Statements”
has
the
meaning specified in Section 2.07 of this Agreement.
ARTICLE
II
PURCHASE
AND SALE OF THE SHARES
SECTION
2.01 Shares
being Sold.
Subject
to the terms and conditions of this Agreement, the Seller shall sell to the
Buyer, and the Buyer shall purchase from the Seller, free and clear of any
Encumbrance, the Shares. The Seller hereby represents and warrant to the Buyer
that the Shares constitute 66.67% of the Company’s outstanding
equity.
SECTION
2.02 Purchase
Price; Cash Investment.
In
consideration for the purchase of the Shares, the Buyer shall pay to the Seller
on the Stock Consideration Payment Date, 177,300 shares of CWD (the “Stock
Consideration”). In addition, at the Closing, Buyer shall pay to the Company,
US$1,060,000 (the “Cash Investment”) by wire transfer of immediately available
funds to an account designated in writing prior to the Closing by
Seller.
SECTION
2.03 Stock
Consideration; Lock-up.
On the
30th
day
following the effective date of the initial registration statement to be filed
by CWD pursuant to the Registration Rights Agreement (the “Stock Consideration
Payment Date”), CWD shall issue to the Seller and Buyer shall deliver to the
Seller, the Stock Consideration. The Seller hereby agrees that he shall not
sell, transfer or otherwise dispose of any of the shares of CWD Common Stock
comprising the Stock Consideration for a period of two years following the
Stock
Consideration Payment Date.
3
SECTION
2.04 Closing.
The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place on August __, 2007.
SECTION
2.05 Delivery
by the Seller.
At the
Closing, the Seller shall deliver to the Buyer certificates representing the
Shares together with appropriate executed stock powers to transfer the Shares
to
the Buyer.
SECTION
2.06 Delivery
of Stock Consideration.
The
Seller and the Buyer agree that delivery of the Stock Consideration shall be
made to the Seller at the address provided to the Buyer by the Seller in writing
in advance of the date on which such payment is required to be made
hereunder.
SECTION
2.07 2006
Financial Statements.
The
financial statements of the Company for its fiscal year ended December 31,
2006
( the “2006 Financial Statements”) shall be audited by an accounting firm
registered with PCAOB and should be in conformity with GAAP. The 2006 Financial
Statement shall be delivered to CWD within ___ days of the Closing.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
OF
THE SELLER
As
an
inducement to the Buyer to enter into this Agreement, the Seller hereby
represents and warrants to the Buyer as follows:
SECTION
3.01 Authority
of the Seller.
The
Seller has full power and authority to enter into this Agreement and to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Seller and
constitutes a valid and legally binding obligation of the Seller enforceable
against the Seller in accordance with its terms, except to the extent that
its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors’
rights generally and by general equitable principles.
SECTION
3.02 Title
to the Shares, etc.
The
Seller has good and marketable title to the Shares, free and clear of any
Encumbrance. The Shares have been legally and validly issued are fully paid
and
nonassessable. Except pursuant to this Agreement, the Seller has no agreement,
arrangement, or understanding with respect to the Shares or the Seller’s
ownership thereof..
SECTION
3.03 No
Consents, Approvals, Violations or Breaches.
Neither
the execution and delivery of this Agreement by the Seller, nor the consummation
by the Seller of the transactions contemplated hereby, will (i) require any
consent, approval, authorization or permit of, or filing, registration or
qualification with or prior notification to any Governmental Authority, any
state or any political subdivision thereof applicable to the Seller, the Company
, (ii) violate any statute, Law, ordinance, rule or regulation of any
Governmental Authority, or any judgment, order, writ, decree or injunction
or
other Governmental Order applicable to the Seller, the Company or any of the
Seller’s properties or assets, or the properties or assets of the Company, or
(iii) violate, conflict with, or result in a breach of any provisions of, or
constitute a default (or any event which, with or without due notice or lapse
of
time, or both, would constitute a default) under, or result in the termination
of, or accelerate the performance required by, any of the terms, conditions
or
provisions of any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which the Seller, the
Company is a party or by which the Seller, the Company or any of the Seller’s
properties or assets or the properties or assets of the Company may be bound.
4
SECTION
3.04 Full
Disclosure.
The
Seller is not aware of any facts pertaining to the Company that affect adversely
the Company or which are likely in the future to affect the Company adversely,
except as specifically disclosed in this Agreement. No representation or
warranty of the Seller in this Agreement or any statement or certificate
furnished or to be furnished to the Buyer pursuant to this Agreement, or in
connection with the transactions contemplated by this Agreement, including
the
2006 Financial Statements contains or will contain any untrue statement of
a
material fact, or omits or will omit to state a material fact necessary to
make
the statements contained herein or therein not misleading.
SECTION
3.05 Brokers.
No
broker, finder or investment banker is entitled to any brokerage, finder's
or
other fee or commission in connection with the transactions contemplated by
this
Agreement based upon arrangements made by or on behalf of the Seller or the
Company.
SECTION
3.06 2006
Financial Statements.
The
2006 Financial Statements of the Company to be provided hereof shall have been
prepared in accordance with GAAP applied on a consistent basis during the
periods involved, except as may be otherwise specified in such financial
statements or the notes thereto, and fairly present in all material respects
the
financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the
periods then ended.
SECTION
3.07 Compliance
with Laws.
The
Company is and has been in compliance in all material respects with all Laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies, including Governmental Orders imposed by any Governmental Authority
applicable to the Company, its properties and the operation of its business.
The
Seller is and has been in compliance in all material respects with all Laws,
regulations, rules, orders, judgments, decrees and other requirements and
policies, including Governmental Orders imposed by any Governmental Authority
applicable to the Seller and the Shares.
SECTION
3.08 Additional
Representations and Warranties Relating to the Company
5
(i) All
material consents, approvals, authorizations or licenses requisite under PRC
law
for the due and proper establishment and operation of the Company have been
duly
obtained from the relevant PRC governmental authorities and are in full force
and effect.
(ii) All
filings and registrations with the PRC governmental authorities required in
respect of each of the Company and its operations including, without limitation,
the registration with the Ministry of Commerce, the State Administration of
Industry and Commerce, the State Administration for Foreign Exchange, tax bureau
and customs authorities have been duly completed in accordance with the relevant
PRC rules and regulations, except where, the failure to complete such filings
and registrations does not, and would not, individually or in the aggregate,
have a Material Adverse Effect.
(iii) The
Company has complied with all relevant PRC laws and regulations regarding the
contribution and payment of its registered share capital, the payment schedule
of which has been approved by the relevant PRC governmental
authorities.
(iv) The
Company is not in receipt of any letter or notice from any relevant PRC
governmental authority notifying it of revocation of any licenses or
qualifications issued to it or any subsidy granted to it by any PRC governmental
authority for non-compliance with the terms thereof or with applicable PRC
laws,
or the need for compliance or remedial actions in respect of the activities
carried out by the Company, except such revocation does not, and would not,
individually or in the aggregate, have a Material Adverse Effect.
(v) The
Company has conducted its business activities within the permitted scope of
business or has otherwise operated its respective business in compliance with
all relevant legal requirements and with all requisite licenses and approvals
granted by competent PRC governmental authorities other than such non-compliance
that do not, and would not, individually or in the aggregate, have a Material
Adverse Effect. As to licenses, approvals and government grants and concessions
requisite or material for the conduct of any part of the business of the
Company, which are subject to periodic renewal, the Company has no knowledge
of
any grounds on which such requisite renewals will not be granted by the relevant
PRC governmental authorities.
(vi) With
regard to employment and staff or labor, the Company has complied with all
applicable PRC laws and regulations in all material respects, including without
limitation, laws and regulations pertaining to welfare funds, social benefits,
medical benefits, insurance, retirement benefits, pensions or the like, other
than such non-compliance that do not, and would not, individually or in the
aggregate, have a Material Adverse Effect.
6
SECTION
3.09 Investment
Intent.
The
Seller is acquiring the shares of CWD Common Stock included in the Stock
Consideration as principal for his own account for investment purposes only
and
not with a view to or for distributing or reselling such shares or any part
thereof. The Seller does not have any agreement or understanding, directly
or
indirectly, with any Person to distribute any of the shares of CWD Common Stock
included in the Stock Consideration.
SECTION
3.10 Seller
Status.
At the
time the Seller was offered the shares of CWD Common Stock, he or she was,
at
the date hereof he is, and at the Stock Consideration Payment Date, he will
be
an “accredited investor” as defined in Rule 501(a) under the Securities Act and
a “non-U.S. person” as defined in Rule 902 of Regulation S promulgated the
Securities Act.
SECTION
3.11 Access
to Information.
The
Seller acknowledges that he has been afforded (i) the opportunity to ask such
questions as he or she has deemed necessary of, and to receive answers from,
representatives of the CWD concerning CWD and the merits and risks of acquiring
the shares of CWD Common Stock included in the Stock Consideration; (ii) access
to information about CWD and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable him or
her
to evaluate his investment; and (iii) the opportunity to obtain such additional
information that CWD possesses or can acquire without unreasonable effort or
expense that is necessary to make an informed investment decision with respect
to his acquisition of the shares of CWD Common Stock included in the Stock
Consideration.
SECTION
3.12 Restrictive
Legend.
The
Seller acknowledges that certificates evidencing the shares of CWD Common Stock
included in the Stock Consideration will contain the following
legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT SECURED BY SUCH SECURITIES.
7
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
OF
THE BUYER
AND CWD
As
an
inducement to the Seller to enter into this Agreement, the Buyer and CWD hereby
represent and warrant to the Seller as follows:
SECTION
4.01 Organization
and Authority of the Buyer and CWD.
The
Buyer is a company duly organized, validly existing, and in good standing under
the laws of Hong Kong and has all necessary corporate power and authority to
execute, deliver, and perform this Agreement. CWD is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of
Nevada and has all necessary corporate power and authority to execute, deliver,
and perform this Agreement. The Buyer is an indirect wholly-owned subsidiary
of
CWD. The execution, delivery, and performance of this Agreement has been duly
authorized by all requisite action on the part of each of the Buyer and CWD.
This Agreement shall have been duly executed and delivered by each of the Buyer
and CWD, and (assuming due authorization, execution, and delivery by each other
party hereto) constitutes a legal, valid, and binding obligation of each of
the
Buyer and CWD, enforceable against such entity in accordance with its
terms,
except
to the extent that its enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors’ rights generally and by general equitable principles.
SECTION
4.02 No
Conflict.
The
execution, delivery and performance of this Agreement by each of the Buyer
and
CWD do not and will not (a) violate, conflict with or result in the breach
of
any provision of the respective charter, bylaws, or similar organizational
documents of the Buyer and CWD, (b) conflict with or violate any Law or
Governmental Order applicable to the Buyer or CWD or require any consent,
approval, authorization, or other order of, action by, filing with, or
notification to any Governmental Authority, or (c) conflict with, or result
in
any breach of, constitute a default (or event which with the giving of notice
or
lapse or time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation, or cancellation of, or result in the creation of any
Encumbrance on any of the assets or properties of the Buyer or CWD that would
have a material adverse effect on the ability of the Buyer or CWD to consummate
the transactions contemplated by this Agreement.
SECTION
4.03 Investment
Purpose.
The
Buyer is acquiring the Shares solely for the purpose of investment and not
with
a view to, or for offer or sale in connection with, any distribution
thereof.
SECTION
4.04 Brokers.
No
broker, finder or investment banker is entitled to any brokerage, finder's
or
other fee or commission in connection with the transactions contemplated by
this
Agreement based upon arrangements made by or on behalf of the Buyer or CWD.
8
ARTICLE
V
CONDITIONS
TO CLOSING
SECTION
5.01 Conditions
to Obligations of the Seller.
The
obligations of the Seller to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing,
of
each of the following conditions:
(a) Representations,
Warranties and Covenants.
The
representations and warranties of the Buyer and CWD contained in this Agreement
shall have been true and correct when made and shall be true and correct in
all
material respects as of the Closing, with the same force and effect as if made
as of the dated of the Closing and the Buyer and CWD shall each have performed
all obligations under this Agreement required to be performed by it as of the
Closing;
(b) No
Proceeding or Litigation.
No
action shall have been commenced by or before any Governmental Authority against
the Seller, the Company, CWD or the Buyer, seeking to restrain or materially
and
adversely alter the transactions contemplated by this Agreement that, in the
reasonable, good faith determination of the Seller, is likely to render it
impossible or unlawful to consummate such transactions.
SECTION
5.02 Conditions
to Obligations of the Buyer.
The
obligations of the Buyer to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing,
of
each of the following conditions:
(a) Representations,
Warranties, and Covenants.
The
representations and warranties of the Seller contained in this Agreement shall
have been true and correct when made and shall be true and correct as of the
Closing with the same force and effect as if made as of the Closing and the
Seller and the Company shall have performed all obligations under this Agreement
required to be performed by it as of the Closing.
(b) No
Proceeding or Litigation.
No
Action shall have been commenced or threatened by or before any Governmental
Authority against the Seller, the Company, CWD or the Buyer, seeking to restrain
or materially and adversely alter the transactions contemplated hereby which
the
Buyer believes, in its reasonable, good faith determination, is likely to render
it impossible or unlawful to consummate the transactions contemplated by this
Agreement or that could have a Material Adverse Effect.
(c) Consents
and Approvals.
The
Buyer, the Company, CWD and the Seller shall have received or made, each in
form
and substance satisfactory to the Buyer in its reasonable, good faith
determination all required filings and approvals from all Government Authorities
and notices to or required consents of any other third parties that the Buyer
shall deem appropriate for the consummation of the transactions contemplated
by
this Agreement.
9
(d) Resignations.
The
Buyer shall have received the resignations, effective as of the Closing, of
all
the directors and officers of the Company except for such persons as Buyer
shall
have designated, and such persons as Buyer shall have designated shall have
been
elected as directors and officers of the Company, to be effective as of the
Closing.
(e) Organizational
Documents.
The
Buyer shall have received a copy of (i) the Memorandum and Articles of
Association, as amended (or similar organizational documents), of the Company
and accompanied by a certificate of the Secretary or Assistant Secretary of
such
entity, dated as of the dated of the Closing, stating that no amendments have
been made to such Memorandum and Articles of Association (or similar
organizational documents) since such date, and (ii) the Bye-laws (or similar
organizational documents) of the Company, certified by the Secretary or
Assistant Secretary of such entity;;
SECTION
5.03 No
Material Adverse Effect.
No
event or events shall have occurred, or be reasonably likely to occur, which,
individually or in the aggregate, have, or could have, a Material Adverse
Effect.
ARTICLE
VI
SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
SECTION
6.01 Survival.
All
representations, warranties, covenants and obligations of each party to this
Agreement shall, without regard to the death or dissolution of any party to
this
Agreement, survive the dated of the Closing and remain in full force and effect
for an unlimited period of time.
SECTION
6.02 Indemnification
by Seller.
The
Seller shall indemnify and hold harmless the Buyer, CWD and any Affiliate,
successor or assign of the Buyer, or CWD (each an “Indemnitee”), from and
against, and shall compensate and reimburse each of the Indemnitees for, any
damages that are directly or indirectly suffered or incurred by any of the
Indemnitees or to which any of the Indemnitees may otherwise become subject
at
any time (regardless of whether or not such damages relate to any third party
claim) and that arise directly or indirectly from or as a direct or indirect
result of, or are directly or indirectly connected with
any
breach of any of the representations or warranties made by the Seller in this
Agreement
or any
breach of any covenant or obligation of the Seller in this
Agreement.
SECTION
6.03 Indemnification
By Buyer and CWD.
The
Buyer
and CWD shall jointly and severally indemnify and hold harmless the Seller
from
and against, and shall compensate and reimburse the Seller for, any damages
that
are directly or indirectly suffered or incurred by the Seller or to which the
Seller may otherwise become subject at any time (regardless of whether or not
such damages relate to any third party claim) and that arise directly or
indirectly from or as a direct or indirect result of, or are directly or
indirectly connected with any breach of any representation or warranty made
by
the Buyer or CWD in this Agreement or any breach of any covenant or obligation
of the Buyer or CWD in this Agreement. The maximum liability of the Buyer and
CWD for any and all claims for indemnification made pursuant to this Agreement
shall not exceed the Purchase Price.
10
ARTICLE
VII
MISCELLANEOUS
SECTION
7.01 Expenses.
Each of
the parties shall bear its own expenses incurred in conjunction with the Closing
hereunder.
SECTION
7.02 Further
Assurances.
From
time to time, at the request of the Buyer and without further consideration,
the
Seller shall transfer to the Buyer all other documents in relation to the
Shares, the Company.
SECTION
7.03 Parties
in Interest.
All the
terms and provisions of this Agreement shall be binding upon, shall inure to
the
benefit of, and shall be enforceable by the heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
SECTION
7.04 Prior
Agreements; Amendments.
This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be amended only
by
a written instrument duly executed by the parties hereto or their respective
successors or assigns.
SECTION
7.05 Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
SECTION
7.06 Confidentiality.
Each
party hereby agrees that all information provided by the other party and
identified as "confidential" will be treated as such, and the receiving party
shall not make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall return to
the
other all such confidential information in their possession, or will certify
to
the other party that all of such confidential information that has not been
returned has been destroyed.
11
SECTION
7.07
Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) to
the
parties at their address specified herein, with a copy sent as
follows:
| If to the Seller: | Longyuan Road, Xidi Village,
Wuboniu
District, Liaozhong County,
Shenyang
City, LiaoNing Province. PRC
|
|
| If to the Buyer or CWD: | 17,
J Avenue, Yijing Garden,
Aiguo
Road, Louhu District,
Shenzhen
City, PRC
|
SECTION
7.08 Effect.
In the
event any portion of this Agreement is deemed to be null and void under any
state or federal law, all other portions and provisions not deemed void or
voidable shall be given full force and effect.
SECTION
7.09 Counterparts.
This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument.
12
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and CWD on the date first above written.
| SELLER:
Shareholder
of Shenyang Aixin
Company
Limited
|
BUYER:
Pilpol (HK) Biological Limited
|
|||
| /s/ Haoyang Bian | By: | /s/ Xu Hong Bin | ||
|
Name:
Haoyang Bian
|
Name:
Title
|
Xu
Hong Bin
Director
|
China
Water and Drinks Inc.
| By: | /s/ Xing Xxx Xxxx | ||||
|
Name:
Title:
|
Xing
Xxx Xxxx
Chief
Executive Officer
|
13
