Agreement of Shareholding Acquisition
Exhibit
10.2
Agreement
of Shareholding Acquisition
Party
A: Xx Xxxxxx Xx, Xxx. Xxx Xxxxx ( All
Shareholders Legal Representative of Angesi Group , Seller)
Address: Shenzhen,
China
Tel:
0000-0000-0000 Fax: 0000-0000-0000
Party
B: ANV SECURITY GROUP (ASIAN)
CO., LTD (“Buyer”)
Registered
Address: 00/X, XXX Xxxxxx, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, XxxxXxxx
Legal
representative: XXXXXXX XXXX
Tel:
000-000-000-0000, Fax: 000-000-000-0000
The
Target Company: Shenzhen Angesi Technology Co.,
Ltd,
Whereas:
1, The
target company is a 10 mainly engaged in researching and developing of video
surveillance equipment, production and sale China civil voluntary formulated
private enterprises group. Its core enterprise is Shenzhen Angesi technology
Co., Ltd, and the other nine companies issued their legal power of attorney,
authorize Shenzhen Angesi technology Co., Ltd, to sign this shareholding
acquisition agreement with Party B for them, and all concerned agreements have
the same legal validity(Power of attorney are attached). Its main shareholders
control, equity participate and the associate invested in 10 member companies
located in Xxxxxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxx,
Shijiazhuang, Shenyang, Jinan, China, ownership structure are different. The
total sales volume of these 10 member companies in 2009 are estimated to XXX 000
xxxxxxx Xxxx, xxx profit up to RMB15 million Yuan, and total assets in account
book will be more than XXX 00 xxxxxxx Xxxx.
2, Party
A legally own 100% shareholdings of the target company, and plenipotentiary of
Party A has been fully authorized to perform the power of dispose of 100%
shareholdings of the target company.
3, Party
B is a United States of American company which has been listed on OTCBB in stock
market, it’s share is 33,190,071 in total, and its price is currently in
circulation USD 0.75 per share.
4, Party
B has been completed the Duty investigation on the 10 member companies of Party
A, and basically satisfied with the investigation results.
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5, Party
A agreed to transfer the 100% of the share of the target company to Part B, and
Party B agree to accept the transaction.
Therefore,
after significantly, sufficiently and friendly consulting, Party A and Party B
concluded and agreed to abide by the acquisition agreement as provided
below:
A. Object
transferred:
1.1 This
a general agreement of 100% shareholdings of the target company transaction
between Party A and Party B, and all other written or oral agreements refer to
this agreement made between Party A and Party B, shall not inconsistent with
this Agreement.
1.2 Party
A agreed to transfer its legally owned 100% shareholdings of the target company
and the whole rights and benefits of the shareholding to Party B according to
the terms and conditions stipulated in this Agreement; Party B agreed to accept
the former shareholdings and rights and benefits accordingly to the terms and
conditions stipulated in this Agreement.
1.3 In
connection with the price and payment conditions of the transaction of the
shareholdings, it stipulates in Article IV of this Agreement, Party A and Party
B will not sign any other agreement to stipulate it.
2, The
transaction method
2.1 In
order to better control of both transaction costs and risks, through mutual
consultation and both Parties agree to implement this transaction as one-time
carried out. After signing this agreement, Both Parties prepare to deal the
transaction (100% of shareholdings and its whole rights and benefits) at one
time, the deadline is February 1, 2010, both Parties agree to sign a
supplemental agreement if special situation happens to stop the transaction
before the deadline.
2.2 Through
both Parties’ mutual consultation, as the headquarter of management in China,
Change the name of Shenzhen Angesi Technology co., Ltd into ANV security
group(China) Co., Ltd(tentative name). Before the changing procedure in Shenzhen
Industrial and commercial administrative department, the
former stockholder of the target company shall increase
their registered capital from RMB 1million Yuan up to RMB 35million Yuan, and
shall complete the asset assessment and verification procedures for new
registered capital, all concerned for this action must be borne by the Party A;
Than Party A sign the form required shareholding transaction
agreement which requested by the local Industrial and commercial administrative
department with Party B with RMB35million Yuan registered capital transaction;
then finally in accordance with the provisions of Chinese law, to apply
foreign-capital project, to get approval and certification, and complete the
procedure of verification of registered capital of foreign sole
enterprise, then ANV security group(China) co., Ltd(tentative name) realize its
registration capital reach to RMB 35mmillion Yuan(converted into the equivalent
Hong Kong dollars or U.S. dollars).
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2.3 After
receiving the Certification of ANV security group(China) co., Ltd (tentative
name) , this company will establish 9 non-independent branch companies to
undertake the assess and business of the other 9 individual legal companies, and
the other 9 companies will not change any shareholding and cancel their
certification in their local Revenue and Industrial and commercial
administrative department. Within the period specified in the State's
cancellation procedures, the certification of cancellation must be delivered to
Part B’s lawyer to verify, If exceeds the period, must report the Board of
directors, and must proceed according to the instruction of the Board of
directors.
3, The
price of transaction
3.1 The
price of transaction of 100% shareholdings of the target company is consulted by
Party A and B as RMB 110million Yuan.
3.2 On
condition the Party A ensures the following section 3.2.1, 3.2.2 of this
agreement; the transaction price is RMB 110million Yuan.
3.2.1
After merging and integration, Shenzhen Angesi Technology co., Ltd of the target
company, audit by the international accountant who assigned by the US Public
company, the book value of its net assets must be not less than RMB 35million
Yuan.
3.2.2 If
the net assets of the target company is audited seriously inconsistent with
Article 3.2.1 of this Agreement, that is the total net assets of the book value
less than RMB 30million Yuan, Party B has the right to terminate this Agreement
under the transaction or to continue to fulfill the right to trade.
3.3 If
the target company's audited net assets is inconsistent with Article 3.2.1 of
this Agreement, while Party B choose to carry out transactions under this
Agreement, then the , the final turnover of the total amount of transactions
under this Agreement shall be calculated as follows:
If the
book value of net assets (A) of target company is audited less than RMB35million
Yuan by January 31, 2010, then the total transaction value (P) shall
be:
P =
RMB110million × (A/RMB35million)
3.4 If
the target company's audited net assets is inconsistent with Article 3.2.1 of
this Agreement, less than RMB35million Yuan, and the Party A is not willing to
reduce transaction prices, while Party B choose to carry out transactions under
this Agreement, the Party AB has the right to request Party A to complement the
balance by cash, fixed assets or goods.
4,
Payment of the transaction
4.1 Both
Parties agreed: Party B issue 32million new common stock at the most
preferential price of 0.50 U.S. dollars per stock, the total price is 16 million
U.S. dollars (equivalent to RMB110 million Yuan), pay to Party A as the
transaction price of 100% stockholdings of the target company.
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4.2 After
both parties signing this agreement and it becomes effective, Party A shall
complete its 10 members with the assets merging and account coordinating by
January 31, 2010, and notice to Party B when internally audit its total net
assets reach RMB35million Yuan, then Party B will assign professional accountant
to review and conform the accuracy of the financial reports provided by Party A
without error, then both Parties tentatively schedule to deal change procedure
at Shenzhen Industrial and commercial administration Department on February 1,
2010. Within one month of the completion of the new certification, Party B will
arrange US accountant to audit the book ne assets value at Part A, but if not
for the reason of this agreement, or other reasons identified by both parties,
any party that violated the agreement to stop in halfway shall regard as a
serious breach.
4.3 At
the time the accountant from US complete the audition that Party A’s total net
assets reaches RMB35million Yuan and or make up the difference and
reaches RMB35million Yuan, Party B will notify within 30 days to the U.S. stock
depositories, and increase 32million new stock and consign to Party A or the
shareholders assigned by Party A at one time, and these shareholders must
provide Chinese ID and must be proved Party A’s shareholder.
5,
Financial audit
5.1 When
both parties signed this agreement and Party A complete its internal financial
and law examination, Party B will assign US accountant, Lawyer and security
trader come to Party A to investigate and review, Party A
must provide all necessary original license, certifications,
contracts, financial books, assets and other original documents to the team to
finish the audit work.
5.2 After
the signing this Agreement, and the US audit team finish all audit and law
review, if total book net assets value of Party A reaches XXX 00 Xxxxxxx Xxxx
and or after make up the difference reaches RMB 35Million Yuan, then all audit
charge will be borne by Party B; If the total book net assets value of Party A
is less than XXX 00 Xxxxxxx Xxxx, and Party A cannot make up the difference, or
forge activities is found during the audition, all expenses, charges of this
audit including audit team’s travel expenses etc shall be borne by Party
A.
6, The
transaction of legal procedures
6.1 Both
Parties agreed that the transaction date is the same day by acquiring the
Certification of ANV security group (China) co., Ltd (tentative name) in
Shenzhen.
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6.2 Since
the beginning of the transaction date, Party A shall transfer all of the
followings to Party B, and handle with every work with Party B for the
transaction:
6.2.1
True and integrity assets list and financial reports;
6.2.2
True, accurate whole documents of products design, products specifications,
production processes;
6.2.3
Sales channels, customer information, undertaking contracts and its
rights;
6.2.4
Detail information of raw material, components supply channels as well as
suppliers;
6.2.5
Detail inventory of materials and finished goods;
6.2.6
Trademarks, proprietary technologies and patents.
6.3 Since
the beginning of the transaction date, the Board of Directors of Party B will
assign new Board of directors, management team and related personnel to stay in
the target company and participate in related management and business,
basically, will remain the former management team.
6.4
According to Chinese law, all expenses of transferring shareholdings, changing,
registration, will be borne by the newly registered company.
6.5 Any
Party of this agreement fails to fulfill its obligations according to the
agreement shall be deemed to breach of contract, and shall bear the
responsibility of this breach.
7.
Commitment of both Parties
7.1
legally qualified
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7.1.1
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Party
A ensure that the target company to set up in accordance with Chinese law
and effectively to survival, with their normal legitimate business license
to operate all the required effective government approval, certificates
and permits.
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7.1.2
Party A must ensure the shareholdings transfer to Part B stipulated in article 1
of this agreement are legally held and or have full authority of the right of
disposition; and there is no any kind of restriction to this transaction, and no
any recourse against any third party, otherwise, Party A shall take all economic
and legal responsibility accordingly.
7.1.3
Both Parties shall have the right to conclude and carry out this
agreement, and ensure that this agreement will be legally binding on
both parties; and implement the agreement signed by both parties has obtained
all necessary authorization, and the representative of signing this agreement of
each party is authorized to sign this agreement and is legally
binding.
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7.2
Financial Items
7.2.1
Party A must disclosure comprehensive, truthful, and accurate financial report
and accounting statements of the target company to the Party B, and must ensure
that the assets and debits are true, complete, without missing, there is no
misleading statements.
7.2.2
Party A never gives false or misleading statements to Party B regarding target
company’s assets, business status, conditions and business
prospects.
7.3 The
assets of the company
7.3.1
Party A guaranteed not involving in uncompleted or may to be one side or their
property is bounded and, litigation, arbitration, administrative penalties or
other legal proceedings and that may impact the implementation of fulfilling its
obligations under this Agreement.
7.3.2
Party A ensure that the exception of the target Companies, there is no any other
right for any third party to the assets of the target company, and no right to
any potential controversy or dispute, nor is there any administrative,
judiciary, compulsory acquisition of these assets, nor seizure, requisition,
development and other proposals, notices, orders, decisions from Justice
Department.
7.3.3
Party A promised to take full responsibility to all debits, overdue wages and
benefits of the target company before its shareholdings transaction,
and will guaranteed by personal assets.
7.4
Contract
7.4.1
Party A stated that it informed and produced all the contracts implementing and
will be performed to Party B before the signing of this Agreement.
7.4.2
In addition to the contract described in the preceding paragraph, the target
company has no other obligations of or abnormal, non-normal trading contracts,
agreements and so on.
7.5 Party
A state a commitment that within 5 years after the transaction of shareholdings
and total assets, the former shareholders of the target company and the senior
management team (see attached list) will no longer directly or indirectly engage
in all business that may compete with ANV security group(China) co., ltd(
tentative name), if they leave the company.
7.6 Party
A promised to run the company smoothly after transfer all rights to Party B,
maintain the stability of technical and business key persons.
7.7 Party
A ensures that during the period of signing this Agreement and the time of
changing business certification, the target company will not conduct any
investment, debt, external security, asset transaction.
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7.8 Party
A ensures that the production and operation of the target company will comply
with the requirements of relevant national laws and regulations before the date
of transaction.
7.9 Party
A guarantee that the Sales turnover (S) in 2010 of the target company
will be not less than RMB 300Million Yuan, and net profit (N) will be
more than XXX 00 Xxxxxxx Xxxx, total net assets in book value will be more than
RMB 35Million Yuan. If failed, Party A shareholder should
unconditionally in accordance with the following formula to recalculate the
value of the target company, and return a certain portion of its shareholdings
of Party B, but do need to pay the penalty stipulated in Article 8.2
of this Agreement..
The real
Price (P) of the target company by December 31, 2010 shall be:
P =
RMB 110Million × (S/RMB30 million) X (N/RMB 20million ) X (A/RMB
35million)
7.10
Party B guarantee that it is a legal US OTCBB listed company.
7.11
Party B promised to after completion transaction of shareholdings, Party A may
appoint three directors to the Group Board of Directors and participating major
issues decision-making, and the Board of directors and senior management in
Party A will be continuously employed..
7.12
Within one month after shareholdings transaction, Party B will invite US
accountant to Shenzhen Angesi Technology co., Ltd to audit; and Party B promise
to invest RMB 10Million Yuan to the new company within one month
after US accountant pass the audit, and XXX 0 Xxxxxxx Xxxx invest in the second
month, RMB 5Million Yuan more in the third month, and totally invest XXX 00
million Yuan as research and development and capital flow; After
changing of the shareholdings, new Board of directors meeting will be held to
decide increasing new stock, financing plan, details shall be in accordance with
the new business plan made by the new company.
7.13
Party B promised to extend and enlarge oversea sales market after changing the
shareholdings, and bring new orders and opportunities to the new
company.
7.14
After changing the shareholdings, Party B promised to guide Party A to form a
more effective management team, and at the condition of Party A achieve the
sales and profit target in 2010, Party B realize the plan to shift in to NASDAQ
before Jun 30, 2011.
7.15
Party B promised to buy-back 3miilion common stocks from Party A within 90 days
after the whole shareholdings transaction completion, and price is USD 0.50 per
share, and the total value is 1.5 million U.S. dollars, any additional tax
concerning to this buy-back will be borne by Party A; after this buy-back, total
shareholdings at Party A reduce to 29million; there is no any change to Party A
at its responsibilities, duties, obligations and all other issues agree to
fulfill after this 3million common stocks buy-back.
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8,
Responsibility of violation
After
both parties signing this agreement:
8.1 Any
Party to this Agreement break its commitments or any Party breaches stipulation
and obligation and there is no effective remedial measure has been taken after
written notice from the counter Party, the violation Party shall take the
responsibility to pay penalty according to the stipulation of Article
8.2.
8.2 Any
Party who breaches this Agreement shall pay the penalty to the observed Party,
the penalty is the 3% of total transaction value of this agreement.
9, Law
application and dispute settlement
9.1 The
Agreement and the compliance with applicable Chinese laws and in accordance with
Chinese interpretation of the law.
9.2 Any
dispute between Party A and Party B arising from this Agreement, shall firstly
settle through friendly consultation. If the dispute last 60 days from the date
of the occurrence and cannot be settled through friendly consultation, either
party has the right to bring the dispute to the people's court for
proceedings.
10
Other
10.1
Before real transaction and disclosure to the public, members from
each parties participating in shareholdings transition and assets transaction
shall obligated to keep all issue concerning to this agreement as
confidential. And any one of any party leaks these confidences shall
bear all the responsibility for its consequences.
10.2 If
this Agreement to any one or more provisions in any applicable law be regarded
as invalid, illegal or unenforceable, the remaining provisions of this agreement
the validity, legality and enforceability will not be subject to any influence
or its effectiveness will not be weakened.
10.3
Agreement in quadruplicate original, the Party A and Party B hold each two, and
each of them shall have the same legal effect. Issues and Matters not
covered in this Agreement shall be settled by mutual-consultation.
The two
Parties signature:
Party A:
Shenzhen Angesi Technology Co., Ltd. (10 companies authorized representative)
(seal)
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Legal
Representative:/s/ Li Tingyi
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Plenipotentiary:
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Party
B: ANV security group, Inc
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(Seal)
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Legal
Representative: /s/ XXXXXX XXXX
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Plenipotentiary:
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Time: Dec
24, 2009
Place:
Xxxxxxxx Xxxxx
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