SHARE PURCHASE AGREEMENT
Exhibit
3.7
This Share Purchase Agreement (the
“Agreement”), dated as
of January 1, 2009, is by and among International Packaging and Logistics Group
Inc.), a corporation organized under the laws of Nevada with principle executive
offices located at 0000 Xxxxxx Xxxxxx Xx., Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000
(“IPL” or the “Buyer”), and EZ Link Corp., a
company organized under the laws of Taiwan, Republic of China with principle
offices located at 2F., Xx.000, Xxx. 0, Xxxx Xx., Xxxxxxxxx Xxxxxxxx, Xxxxxx
Xxxx 104, Taiwan, Republic of China (“EZ Link” or the “Company”), and the persons and/or entities listed
on Exhibit A hereto who are the holders in the aggregate of all of the issued
and outstanding capital shares of the Company (referred to collectively as the
“Seller”) (Buyer,
Company, and Seller may be referred to collectively as the “Parties”).
RECITALS
A. The
capital stock of the Company consists of 1,350,000 authorized shares of Common
Stock, NT$10 par value (the “Company Shares”), of which
1,350,000 shares are currently issued and outstanding and held by Seller (“Shares”).
B. Upon
the terms and conditions set forth below, Seller desires to assign fifty-one
percent (51%) of the Company Shares, or 688,500 Company Shares in the aggregate,
to Buyer, such that, following such transaction, the Company will be a majority
owned subsidiary of Buyer.
C. The
parties agree that 51% ownership of the issued and outstanding shares of the
Company has a present estimated market value of approximately US$1,600,000 (the
“Purchase
Price”).
D. The
parties intend that this transaction qualify as a tax-free stock for stock
Reorganization within the meaning of section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations
and warranties contained in this Agreement, the Parties hereto agree as
follows:
ARTICLE
1
SALE
AND PURCHASE OF THE SHARES
1.1 Sale of Shares.
Subject to the terms and conditions herein set forth, and on the basis of
the representations, warranties and agreements herein contained, Seller shall
sell and transfer to Buyer 688,500 Company Shares of the Company’s common stock
that constitute 51% of the issued and outstanding shares of capital stock of the
Company.
1.2 Consideration. Buyer
shall issue Seller the following as consideration (the “Consideration
Shares”);
(a) One
half of the Purchase Price amount (US$800,000) shall be paid in common shares of
IPL (the “Common
Shares”) as of the closing date based on a per share value of US$1.75, or
457,143 shares. Such shares shall bear the appropriate
restrictions.
(b) One
half of the Purchase Price amount (US$800,000) shall be paid in Series B
Convertible Preferred Shares (the “Preferred Shares”) which will
be convertible into shares of IPL common shares on a one for one
basis. The Preferred Shares shall be valued at US$2.00 per share, and
will be exercisable pursuant to the terms and conditions specified in this
Agreement, as well as subject to the representations and warranties contained in
this Agreement.
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ARTICLE
2
PERFORMANCE
CONDITIONS
2.1. The
Preferred Shares shall be convertible into common shares in two equal traunches,
the first being upon completion and receipt of the year ending December 31, 2009
(“Criteria Date One”)
financials if all of the following performance targets are met by EZ
Link:
(a)
Maintain revenues and before tax earnings same as the prior 12 month period;
and
(b)
Maintained a positive cash flow from operations over the prior 12 month
period.
2.2. The
second traunch of the Preferred Shares shall be convertible after the second 12
month period, i.e. the year ending December 31, 2010 (“Criteria Date Two”) if all of
the following performance targets are met by EZ Link:
(a) 5%
increase in revenues and 1% before tax earnings over the prior 12 month period;
and
(b)
Maintained a positive cash flow from operations over the prior 12 month
period.
2.3. The
Company shall allow the Buyer’s independent auditors to inspect, review, copy
and audit the financial records and statements of the Company.
2.4. If
the above performance targets are not met, the Preferred Shares shall not be
exercisable and shall expire, the Purchase Price proportionally discounted
accordingly (the “Revised
Purchase Price”) with new shares to be issued reflecting the Revised
Purchase Price.
2.5. If
the Company meets the above performance criteria and at each Criteria Date if
the price per share of the Buyer is below US$2.00 per share, the number of
shares to be issued will be adjusted to the US$2.00 per share
value.
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ARTICLE
3
DUE
DILIGENCE
3.1. This
Agreement is conditional upon completion of the following diligence by the
Buyer, and the Company agrees to cooperate therewith. The due
diligence requirements will be usual and customary for transactions of this type
including a review of, but not limited to, the following:
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Access
to management and all key
facilities
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·
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Review
historical and projected financials and internal control
procedures
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Review
of product portfolio, product roadmap, technology and
infrastructure
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·
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Review
of contracts, IP rights, etc.
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·
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Reference
checks of customer, partner and
management
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Accounting
and legal review
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ARTICLE
4
REPRESENTATIONS
AND WARRANTIES
4.1 Representations and
Warranties of Seller and the Company. Except as disclosed in
Exhibit 4 referring specifically to the representations and warranties in this
Agreement that identifies by section number the section and subsection to which
such disclosure relates and is delivered by the Seller and the Company to the
Buyer prior to the execution of this Agreement (the “Disclosure Schedules”), the
Seller and the Company represent and warrant to the Buyer, as of the date hereof
and as of the Closing, as follows:
4.1.1 Organization, Standing,
Power. Company is a corporation duly organized, validly existing, and in
good standing under the laws of Taiwan, Republic of China. It has all
requisite corporate power, franchises, licenses, permits, and authority to own
its properties and assets and to carry on its business as it has been and is
being conducted. Company is duly qualified and in good standing to do
business in each jurisdiction in which a failure to so qualify would have a
Material Adverse Effect (as defined below) on Company. For purposes
of this Agreement, the term “Material Adverse Effect” means
any change or effect that, individually or when taken together with all other
such changes or effects which have occurred prior to the date of determination
of the occurrence of the Material Adverse Effect, is or is reasonably likely to
be materially adverse to the business, assets (including intangible assets),
financial condition, or results of operations of the entity.
4.1.2 Authority. The
Company and Seller have all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery by the Company and Seller of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the parts of the Company and Seller, including the
approval of the Board of Directors of each Party. This Agreement has
been duly executed and delivered by the Company and Seller to the Buyer and
constitutes a valid and binding obligation of the Seller and the Company
enforceable in accordance with its terms, except that such enforceability may be
subject to: (a) bankruptcy, insolvency, reorganization, or other similar laws
relating to enforcement of creditors’ rights generally; and (b) general
equitable principles. Subject to the satisfaction of the conditions
set forth in Article 5 below, the execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby will not,
conflict with or result in any violation of, or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation, or acceleration of any obligation, or to loss of a material
benefit under, or the creation of a lien, pledge, security interest, charge, or
other encumbrance on any assets of the Company (any such conflict, violation,
default, right, loss, or creation being referred to herein as a “Violation”) pursuant to: (i)
any provision of the organization documents of the Company and Seller;
or (ii) any loan or credit agreement, note, bond, mortgage,
indenture, contract, lease, or other agreement, or instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule, or regulation applicable to each of the Company’s and Seller’s
respective properties or assets, other than in the case of any such
Violation which individually or in the aggregate would not have a Material
Adverse Effect on the Company.
4.1.3 Capitalization of the
Company.
(a) The
Company. The capital stock of the Company consists of
1,350,000 authorized shares of Common Stock, NT$10 par value of which 1,350,000
shares are currently validly issued and outstanding and held by Seller free of
all liens and encumbrances. For purposes of this subparagraph, the
representations and warranties of each individual Seller are limited to
representations and warranties made about the Company and about himself,
individually, but not about the other Seller, except that to the best knowledge
of each individual Seller, none of the representations and warranties made by
the other individual Seller is untrue.
(b) No Rights to Acquire
Shares. Except as set forth on the Disclosure Schedules, there are no
options, warrants, rights, calls, commitments, plans, contracts, or other
agreements of any character granted or issued by any of the Company and Seller
which provide for the purchase, issuance, or transfer of any additional shares
of the capital stock of the Company nor are there any outstanding securities
granted or issued by any of the Company and Seller that are convertible into any
shares of the equity securities of the Company, and none is authorized. None of
the Company and Seller have outstanding any bonds, debentures, notes, or other
indebtedness the holders of which have the right to vote (or convertible or
exercisable into securities having the right to vote) with holders of the
Company s capital stock on any matter.
(c) No Voting Agreements.
Except as set forth on the Disclosure Schedules, none of the Company and Seller
are a party or subject to any agreement or understanding, and, to the best of
the Company and Seller' knowledge, there is no agreement or understanding
between any persons and/or entities, which affects or relates to the voting or
giving of written consents with respect to any security or by a shareholder or
director of any of the Company.
(d) No Registration
Rights. Except as set forth on the Disclosure Schedules the Company has
not granted or agreed to grant any registration rights, including piggyback
rights, to any person or entity.
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4.1.4 Subsidiaries. “Subsidiary” or “Subsidiaries” means all
corporations, trusts, partnerships, associations, joint ventures, or other
Persons, as defined below, of which the Company or any Subsidiary of the Company
owns not less than twenty percent (20%) of the voting securities or other equity
or of which the Company or any Subsidiary of the Company possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies, whether through ownership of voting shares, management contracts, or
otherwise. “Person” means any individual,
corporation, trust, association, partnership, proprietorship, joint venture, or
other entity. Prior to the Closing of this Agreement, there are no
Subsidiaries of the Company other than as disclosed herein or disclosed on the
Disclosure Schedules.
4.1.5 No
Defaults. None of the Company and Seller has received notice
that they would be, with the passage of time, in default or violation of any
term, condition, or provision of: (i) their Articles of Incorporation or Bylaws;
(ii) any judgment, decree, or order applicable to any of the Company and Seller;
or (iii) any loan or credit agreement, note, bond, mortgage, indenture,
contract, agreement, lease, license, or other instrument to which any of the
Company and Seller is now a party or by which they or any of their properties or
assets may be bound, except for defaults and violations which, individually or
in the aggregate, would not have a Material Adverse Effect on any of the Company
and Seller.
4.1.6 Governmental
Consents. Any consents, approvals, orders, or authorizations
of or registrations, qualifications, designations, declarations, or filings with
or exemptions by (collectively “Consents”), any court,
administrative agency, or commission, or other federal, state, or local
governmental authority or instrumentality, whether domestic or foreign (each a
“Governmental Entity”),
which may be required by or with respect to any of the Company and Seller in
connection with the execution and delivery of this Agreement or the consummation
by the Company and Seller of the transactions contemplated hereby, except for
such Consents which if not obtained or made would not have a Material Adverse
Effect on any of the Company and Seller for the transactions contemplated by
this Agreement, are the responsibility of the Seller and the Company. Each of
the Company and Seller hereby represents and warrants that such Consents have
been obtained by them.
4.1.7 Financial
Statements. The Company and Seller will furnish Buyer upon
completion with a true and complete copy of its audited financial statements for
the periods ending December 31, 2007 and 2008, (the “Financial Statements”), which
comply as to form in all material respects with all applicable accounting
requirements with respect thereto and have been prepared internally and fairly
present the financial positions of the Company as at the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal, recurring audit adjustments not
material in scope or amount). There has been no change in the Company's
accounting policies or the methods of making accounting estimates or changes in
estimates that are material to the Financial Statements, except as described in
the notes thereto. A list of the Company’s assets, both tangible and intangible,
is attached to this Agreement as Schedule 4.7-1 and a list of the Company’s
liabilities is attached as Schedule 4.7-2. All of the Company’s assets are set
forth in Schedule 4.7-1 and all of the Company’s liabilities are set forth in
Schedule 4.7-2.
4.1.8 Absence of Undisclosed
Liabilities. None of the Company and Seller have any
liabilities or obligations (whether absolute, accrued, or contingent) except:
(i) Liabilities that are accrued or reserved against in their respective Balance
Sheets; or (ii) additional Liabilities reserved against since December 31, 2008
that (x) have arisen in the ordinary course of business; (y) are accrued or
reserved against on their books and records; and (z) amount in the aggregate to
less than US$25,000.
4.1.9 Absence of
Changes. Since December 31, 2008 the Company has conducted its
businesses in the ordinary course and there has not been: (i) any Material
Adverse Effect on the business, financial condition, liabilities, or assets of
the Company or any development or combination of developments of which
management of the Company and Seller has knowledge which is reasonably likely to
result in such an effect; (ii) any damage, destruction, or loss, whether or not
covered by insurance, having a Material Adverse Effect on the Company; (iii) any
declaration, setting aside or payment of any dividend or other distribution
(whether in cash, stock, or property) with respect to the capital stock of the
Company; (iv) any increase or change in the compensation or benefits payable or
to become payable by the Company to any of their employees, except in the
ordinary course of business consistent with past practice; (v) any sale, lease,
assignment, disposition, or abandonment of a material amount of property of the
Company, except in the ordinary course of business; (vi) any increase or
modification in any bonus, pension, insurance, or other employee benefit plan,
payment, or arrangement made to, for, or with any of their employees; (vii) the
granting of stock options, restricted stock awards, stock bonuses, stock
appreciation rights, and similar equity based awards; (viii) any resignation or
termination of employment of any office of the Company; and the Company, to the
best of their knowledge, do not know of the impending resignation or termination
of employment of any such office; (ix) any merger or consolidation with another
entity, or acquisition of assets from another entity except in the ordinary
course of business; (x) any loan or advance by the Company to any person or
entity, or guaranty by the Company of any loan or advance; (xi) any amendment or
termination of any contract, agreement, or license to which any of the Company
is a party, except in the ordinary course of business; (xii) any mortgage,
pledge, or other encumbrance of any asset of any of the Company; (xiii) any
waiver or release of any right or claim of the Company, except in the ordinary
course of business; (xiv) any write off as uncollectible any note or account
receivable or portion thereof; or (xv) any agreement by any of the Company to do
any of the things described in this Section 4.9.
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4.1.10 Compliance with Other
Instruments. The Company is not in violation or default of any
provision of its articles of incorporation or bylaws, or of any instrument,
judgment, order, writ, decree, or contract to which it is a party or by which it
is bound, or, to the best of their knowledge, of any provision of any federal or
state statute, rule, or regulation which may be applicable to them. The
execution, delivery, and performance of this Agreement and the consummation of
the transactions contemplated hereby will not result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such provision, instrument, judgment,
order, writ, decree, or contract, or an event that results in the creation of
any lien, charge, or encumbrance upon any assets of the Company or the
suspension, revocation, impairment, forfeiture, or non-renewal of any material
permit, license, authorization, or approval applicable to the Company, its
businesses, or operations, or any of its assets or properties.
4.1.11 Disputes and
Litigation. Except as disclosed in the Disclosure Schedules,
there is no suit, claim, action, litigation, or proceeding pending or, to the
knowledge of the Company and Seller, threatened against or affecting the
Company, respectively, or any of their properties, assets, or business or to
which the Company is a party, in any court or before any arbitrator of any kind
or before or by any Governmental Entity, which would, if adversely determined,
individually or in the aggregate, have a Material Adverse Effect on the Company
and Seller, nor is there any judgment, decree, injunction, rule, or order of any
Governmental Entity or arbitrator outstanding against the Company, respectively,
and having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect. To the knowledge of the Company and Seller,
there is no investigation pending or threatened against any of the respective
Company and Seller before any foreign, federal, state, municipal, or other
governmental department, commission, board, bureau, agency, instrumentality, or
other Governmental Entity.
4.1.12
Compliance with
Laws. Except as set forth in the Disclosure Schedules, none of
the Company and Seller' businesses is being conducted in violation of, or in a
manner which could cause liability under any applicable law, rule, or
regulation, judgment, decree, or order of any Governmental Entity, except for
any violations or practices, which, individually or in the aggregate, have not
had and will not have a Material Adverse Effect on the Company and
Seller. The Company and Seller each have all franchises, permits,
licenses, and any similar authority necessary for the conduct of their business
as now being conducted by them, the lack of which could materially and adversely
affect the business, properties, prospects, or financial condition of the
Company and Seller and believes they can obtain, without undue burden or
expense, any similar authority for the conduct of their business as it is
planned to be conducted. None of the Company and Seller is in default
in any material respect under any of such franchises, permits, licenses, or
other similar authority. A true and complete list of all such
franchises, permits, and licenses held by the Company and Seller is set forth in
the Disclosure Schedules.
4.1.13 Minute
Books. The minute books of the Company provided to Buyer
contain a complete summary of all meetings of directors and shareholders since
the time of incorporation and reflect all transactions referred to in such
minutes accurately in all material respects.
4.1.14 Disclosure. No
representation or warranty made by the Company in this Agreement, nor any
document, written information, statement, financial statement, certificate, or
exhibit prepared and furnished or to be prepared and furnished by the Company
and Seller or their representatives pursuant hereto or in connection with the
transactions contemplated hereby, when taken together, contains any untrue
statement of a material fact, or omits to state a material fact necessary to
make the statements or facts contained herein or therein not misleading in light
of the circumstances under which they were furnished.
4.1.15 Reliance. The
foregoing representations and warranties are made by each of the Seller and the
Company with the knowledge and expectation that the Buyer is placing reliance
thereon.
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4.1.16 Status of
Sellers.
(a) The
Seller has access to the complete SEC filings of the Buyer filed on or before
December 31, 2008, and has carefully read such filings in their entirety, and
understands the contents thereof. Each Seller has relied only on the
information contained therein, information otherwise provided by the Company in
response to the request of each Seller or each Seller's financial advisor or
representative, or information from books and records made available to each
Seller by the Buyer.
(b) Each
Seller confirms that, in making the decision to purchase the Consideration
Shares, each Seller has relied solely upon independent investigations made by
each Seller and/or each Seller's financial advisors or representatives,
including each Seller's own professional tax, accounting, financial, legal and
other advisors, and that each Seller and such financial representatives and
advisors have been given the opportunity to ask questions of, and receive
answers from, the Company concerning the terms and conditions of the Offering
and to obtain any additional information, to the extent such persons possess
such information or can acquire it without unreasonable effort or expense. Each
Seller is an "accredited
investor" as that term is defined in Section 501(a) of Regulation D under
the 1933 Act.
(c) Each
Seller understands that the certificate representing the Consideration Shares
will bear a restrictive legend regarding the restricted transferability thereof
and, therefore, the Consideration Shares are and will be "restricted securities," as
that term is defined in the 1933 Act. The Seller is not acquiring the
Consideration Shares with any view towards the resale or distribution
thereof.
(d)
Except as allowed by applicable securities laws, rules and regulations, the
Consideration Shares are being purchased solely for the Seller's own account and
not for the account of any other person or entity, and not for distribution,
assignment or resale to others and no other person or entity has a direct or
indirect beneficial interest in such Consideration Shares.
(e) Each
Seller agrees that the Seller will neither directly nor indirectly seek to
assign, transfer or sell the Consideration Shares in any way inconsistent with
the legend that will be placed on the certificate evidencing the Consideration
Shares.
4.2 Representations and
Warranties of Buyer. Except as disclosed in Schedule 4.2
referring specifically to the representations and warranties in this Agreement
that identifies by section number the section and subsection to which such
disclosure relates and is delivered by the Buyer to the Seller and the Company
prior to the execution of this Agreement (the “Disclosure Schedules”), the
Seller and the Company represent and warrant to the Buyer, as of the date hereof
and as of the Closing, as follows:
4.2.1 Organization, Standing,
Power. Buyer is a corporation duly organized, validly existing, and in
good standing under the laws of the state of Nevada. It has all
requisite corporate power, franchises, licenses, permits, and authority to own
its properties and assets and to carry on its business as it has been and is
being conducted. Buyer is duly qualified and in good standing to do
business in each jurisdiction in which a failure to so qualify would have a
Material Adverse Effect on Buyer.
4.2.2 Authority. The Buyer
has all requisite power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery by the Buyer of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
parts of the Buyer, including the approval of the Board of Directors of each
Party. This Agreement has been duly executed and delivered by the
Buyer to the Company and Sellers and constitutes a valid and binding obligation
of the Buyer enforceable in accordance with its terms, except that such
enforceability may be subject to: (a) bankruptcy, insolvency, reorganization, or
other similar laws relating to enforcement of creditors’ rights generally; and
(b) general equitable principles. Subject to the satisfaction of the
conditions set forth in Article 5 below, the execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
will not, conflict with or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation, or acceleration of any obligation, or to loss of a
material benefit under, or the creation of a lien, pledge, security interest,
charge, or other encumbrance on any assets of the Buyer (any such conflict,
violation, default, right, loss, or creation being referred to herein as a
“Violation”) pursuant
to: (i) any provision of the organization documents of the Buyer; or (ii) any
loan or credit agreement, note, bond, mortgage, indenture, contract, lease, or
other agreement, or instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule, or regulation applicable
to Buyer’s respective properties or assets, other than in the case of any such
Violation which individually or in the aggregate would not have a Material
Adverse Effect on the Buyer.
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4.2.3 Capitalization of the
Buyer.
(a) The
Buyer. The capital stock of the Buyer consists of 900,000,000
authorized shares of Common Stock, US$0.001 par value (the “Buyer Shares”), of which
4,504,214 are currently validly issued and outstanding or committed to be
issued. In addition the Buyer has 50,000,000 authorized share of
convertible Preferred Shares of which 974,730 shares are validly issued and
outstanding.
(b) No Rights to Acquire
Shares. Except as set forth on the Disclosure Schedules and in filings
with the Securities and Exchange Commission, there are no options, warrants,
rights, calls, commitments, plans, contracts, or other agreements of any
character granted or issued by Buyer which provide for the purchase, issuance,
or transfer of any additional shares of the capital stock of the Buyer nor are
there any outstanding securities granted or issued by Buyer that are convertible
into any shares of the equity securities of the Buyer, and none is authorized.
The Buyer has no outstanding bonds, debentures, notes, or other indebtedness the
holders of which have the right to vote (or convertible or exercisable into
securities having the right to vote) with holders of the Buyer s capital stock
on any matter.
4.2.4 SEC
Filings. As
of the date of this Agreement, the Buyer has made all filings required by law to
be made with the Securities and Exchange Commission. None of such filings
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.
4.2.5 Change of
Control. The
execution and closing of this Agreement shall not cause a default under or
trigger the application of any “change of control” provision
in any contract to which the Buyer is a party which would result in the issuance
of additional shares or the right to acquire shares of the Buyer to any other
party.
4.2.6 Dilution. Except
as set forth in filings made with the Securities and Exchange Commission, the
Buyer is not a party to any contract, agreement, arrangement, or understanding
that requires, or that with the passage of time or the happening of events,
might require the Buyer to issue equity securities or rights to acquire equity
securities of the Buyer.
4.2.7 Governmental
Consents. All consents, approvals, orders, or authorizations
of or registrations, qualifications, designations, declarations, or filings with
or exemptions by (collectively “Consents”), any third party,
including any court, administrative agency, or commission, or other federal,
state, or local governmental authority or instrumentality, whether domestic or
foreign (each a “Governmental
Entity”), which may be required by or with respect to Buyer in connection
with the execution and delivery of this Agreement or the consummation by the
Buyer of the transactions contemplated hereby, except for such Consents which if
not obtained or made would not have a Material Adverse Effect on the Buyer for
the transactions contemplated by this Agreement, are the responsibility of the
Buyer. The Buyer hereby represents and warrants that such Consents have been
obtained.
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ARTICLE
5
CONDITIONS
PRECEDENT
5.1 Conditions to Each Party’s
Obligations. The respective obligations of each Party
hereunder shall be subject to the satisfaction prior to or at the Closing of the
following conditions:
(a) No
Restraints. No statute, rule, regulation, order, decree, or
injunction shall have been enacted, entered, promulgated, or enforced by any
court or Governmental Entity of competent jurisdiction that enjoins or prohibits
the consummation of this Agreement and shall be in effect.
(b) Legal
Action. There shall not be pending or threatened in writing
any action, proceeding, or other application before any court or Governmental
Entity challenging or seeking to restrain or prohibit the consummation of the
transactions contemplated by this Agreement, or seeking to obtain any material
damages.
5.2 Conditions to Seller’s
Obligations. The obligations of Seller shall be subject to the
satisfaction prior to or at the Closing of the following conditions unless
waived by Seller.
(a) Representations and
Warranties of Buyer. The representations and warranties of
Buyer set forth in this Agreement shall be true and correct as of the date of
this Agreement and as of the Closing as though made on and as of the Closing,
except: (i) as otherwise contemplated by this Agreement; or (ii) in respects
that do not have a Material Adverse Effect on the Parties or on the benefits of
the transactions provided for in this Agreement. Buyer shall have
received certificates signed on behalf of Buyer by the Chief Executive Officer
or President of each Seller and the Company to such effect on the
Closing.
(b) Consents of Other Third
Parties. Buyer shall have received and delivered to Company
and Seller all requisite consents and approvals of all lenders, lessors, and
other third parties whose consent or approval is required in order for Buyer to
consummate the transactions contemplated by this Agreement, or in order to
permit the continuation after the Closing of the business activities of the
Buyer in the manner such business is presently carried on by it. The
Company and the Seller shall have received copies of any necessary written
consent(s) to this Agreement and the transactions contemplated
herein.
(c) Performance of Obligations
of Buyer. Buyer shall have performed all agreements and
covenants required to be performed by it under this Agreement prior to the
Closing, except for breaches that do not have a Material Adverse Effect on the
Parties or on the benefits of the transactions provided for in this
Agreement.
(d) Material Adverse
Change. Since the date hereof and through Closing, there shall
not have occurred any change, occurrence, or circumstance in Buyer having or
reasonably likely to have, individually or in the aggregate, in the reasonable
judgment of the Company and the Seller, a Material Adverse Effect on the Parties
or on the transactions contemplated by this Agreement.
-8-
5.3 Conditions to Buyer’s
Obligations. The obligations of Buyer shall be subject to the
satisfaction prior to or at the Closing of the following conditions unless
waived by Buyer:
(a) Representations and
Warranties of Seller and the Company. The representations and
warranties of Seller and the Company set forth in this Agreement shall be true
and correct as of the date of this Agreement and as of the Closing as though
made on and as of the Closing, except: (i) as otherwise contemplated by this
Agreement; or (ii) in respects that do not have a Material Adverse Effect on the
Parties or on the benefits of the transactions provided for in this
Agreement. Buyer shall have received certificates signed on behalf of
Seller and the Company by the Chief Executive Officer or President of each
Seller and the Company to such effect on the Closing.
(b) Performance of Obligations
of Seller and the Company. Seller and the Company shall have
performed all agreements and covenants required to be performed by them under
this Agreement prior to the Closing, except for breaches that do not have a
Material Adverse Effect on the Parties or on the benefits of the transactions
provided for in this Agreement. Buyer shall have received
certificates signed on behalf of Seller and the Company by the Chief Executive
Officer or President of each Seller and the Company to such effect on the
Closing.
(c) Governmental
Approvals. All Consents of Governmental Entities legally
required by Seller and the Company for the transactions contemplated by this
Agreement shall have been filed, occurred, or been obtained, other than such
Consents, the failure of which to obtain would not have a Material Adverse
Effect on the consummation of the transactions contemplated by this
Agreement.
(d) Consents of Other Third
Parties. Seller and the Company shall have received and
delivered to Buyer all requisite consents and approvals of all lenders, lessors,
and other third parties whose consent or approval is required in order for
Seller and the Company to consummate the transactions contemplated by this
Agreement, or in order to permit the continuation after the Closing of the
business activities of the Company in the manner such business is presently
carried on by it. Buyer shall have received copies of any necessary
written consent(s) to this Agreement and the transactions contemplated
herein.
(e) Material Adverse
Change. Since the date hereof and through Closing, there shall
not have occurred any change, occurrence, or circumstance in Seller or the
Company having or reasonably likely to have, individually or in the aggregate,
in the reasonable judgment of Buyer, a Material Adverse Effect on the Parties or
on the transactions contemplated by this Agreement.
(f) Due Diligence
Investigation. The Buyer shall have completed its due diligence
investigation and analysis of information and evaluation of the Company to its
satisfaction in its sole judgment.
-9-
ARTICLE
6
CLOSING AND DELIVERY
OF DOCUMENTS
6.1 Time and
Place. The closing of the transactions contemplated by this
Agreement shall take place at the offices of Xxxxxxxxx & Associates, located
in Irvine, California, no later than three weeks after receiving approval by the
Taiwan Investment Commission, or at such other time and place as the Parties
mutually agreed upon in writing (which time and place are hereinafter referred
to as the “Closing”).
6.2 Deliveries by Seller.
At Closing, Seller shall make the following deliveries to Buyer:
(a) A
stock certificate(s) representing the Company Shares previously owned by Seller
as set forth in Section 1.1 above, together with an assignment in blank executed
by each Seller;
(b) A
certificate executed by Seller certifying that: (i) all Seller’s representations
and warranties under this Agreement are true as of the Closing, as though each
of those representations and warranties had been made on that date; and (ii)
Seller has performed all agreements and covenants required to be performed by it
under this Agreement prior to the Closing, except for breaches that do not have
a Material Adverse Effect on the Parties or on the benefits of the transactions
provided for in this Agreement; and
(c) Certified
resolutions of the Board of Directors of Seller, if Seller is an entity, in form
satisfactory to counsel for Buyer, authorizing the execution and performance of
this Agreement.
6.3 Deliveries by the
Company. At Closing, the Company shall make the following
deliveries to Buyer:
(a) A
stock certificate(s) representing the Company Shares that Buyer is acquiring as
set forth in Section 1.1 above;
(b) A
certificate executed by the Company certifying that: (i) all of the Company's
representations and warranties under this Agreement are true as of the Closing,
as though each of those representations and warranties had been made on that
date; and (ii) the Company has performed all agreements and covenants required
to be performed by it under this Agreement prior to the Closing, except for
breaches that do not have a Material Adverse Effect on the Parties or on the
benefits of the transactions provided for in this Agreement; and
(d) Certified
resolutions of the Board of Directors of the Company, in form satisfactory to
counsel for Buyer, authorizing the execution and performance of this Agreement;
and
6.4 Deliveries by Buyer.
At Closing, Buyer shall make the following deliveries to Seller:
(a) A
certificate executed by Buyer certifying that: (i) Buyer’s representations and
warranties under this Agreement are true as of the Closing, as though each of
those representations and warranties had been made on that date; and (ii) Buyer
has performed all agreements and covenants required to be performed by it under
this Agreement prior to the Closing, except for breaches that do not have a
Material Adverse Effect on the Parties or on the benefits of the transactions
provided for in this Agreement;
(b) Certified
resolutions of the Board of Directors of Buyer in form satisfactory to counsel
for Seller, authorizing the execution and performance of this
Agreement.
(c) Stock
Certificates for the Consideration Shares duly issued by the Buyer in the names
and for the number of Consideration Shares set forth in Schedule
6.4(c).
-10-
ARTICLE
7
INDEMNIFICATION
7.1 Seller and the Company’s
Indemnity Obligations.
(a) Upon
receipt of notice thereof, Seller and the Company shall, jointly and severally,
indemnify, defend, and hold harmless Buyer from any and all claims, demands,
liabilities, damages, deficiencies, losses, obligations, costs and expenses,
including attorney fees and any costs of investigation that Buyer shall incur or
suffer, that arise, result from or relate to: (i) any breach of, or failure by
Seller or the Company to perform, any of their representations, warranties,
covenants, or agreements in this Agreement or in any schedule, certificate,
exhibit, or other instrument furnished or to be furnished by Seller and/or the
Company under this Agreement; and (ii) the employment of any of the Company’s
employees which is in violation of any law, regulation, or ordinance of any
Governmental Entity either under the conduct of its business.
(b) If
additional liabilities or claims become known and claims are made upon the
Company for occurrences prior to September 30, 2008, Buyer shall have the right
to offset the liabilities and claims against the Consideration Shares as well as
pursue all other remedies.
(c) Buyer
shall notify promptly Seller and the Company of the existence of any claim,
demand, or other matter to which Seller and the Company’s indemnification
obligations would apply, and shall give them a reasonable opportunity to defend
the same at their own expense and with counsel of their own selection, provided
that Seller shall at all times also have the right to fully participate in the
defense. If Seller and the Company, within a reasonable time after this notice,
fails to defend, Buyer shall have the right, but not the obligation, to
undertake the defense of, and, with the written consent of Seller and the
Company, to compromise or settle the claim or other matter on behalf, for the
account, and at the risk, of Seller and the Company.
7.2 Buyer’s Indemnity
Obligations.
(a) Upon
receipt of notice thereof, Buyer shall indemnify, defend, and hold harmless
Seller and/or the Company from any and all claims, demands, liabilities,
damages, deficiencies, losses, obligations, costs, and expenses, including
attorney fees and any costs of investigation that Seller and/or the Company
shall incur or suffer, that arise, result from or relate to any breach of, or
failure by Buyer to perform any of its representations, warranties, covenants,
or agreements in this Agreement or in any schedule, certificate, exhibit, or
other instrument furnished or to be furnished by Buyer under this
Agreement.
(b) Upon
receipt of notice thereof, Buyer shall indemnify, defend, and hold harmless
Seller and/or the Company from any and all claims, demands, liabilities,
damages, deficiencies, losses, obligations, costs, and expenses, including
attorney fees and any costs of investigation that Seller shall incur or suffer,
that arise, result from or relate to the conduct of the Buyer subsequent to the
Closing.
(c) Seller
shall notify promptly Buyer of the existence of any claim, demand or other
matter to which Buyer’s indemnification obligations would apply, and shall give
it a reasonable opportunity to defend the same at its own expense and with
counsel of its own selection, provided that Seller shall at all times also have
the right to fully participate in the defense. If Buyer, within a reasonable
time after this notice, fails to defend, Seller shall have the right, but not
the obligation, to undertake the defense of, and, with the written consent of
Buyer, to compromise or settle the claim or other matter on behalf, for the
account, and at the risk, of Buyer.
-11-
ARTICLE
8
COVENANTS
OF THE PARTIES
8.1 Covenants. The
Parties agree as follows with respect to the period between the execution of
this Agreement and the Closing.
(a) General. Each of the Parties will
reasonable best efforts to take all action and to do all things necessary,
proper, or advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth herein).
(b) Notices and
Consents. The
Seller and Company shall give any notices to third parties and obtain any third
party consents that the Buyer reasonably may request in connection with this
Agreement, including giving any notices to, make any filings with, obtaining any
authorizations, consents, and approvals of governments and governmental agencies
in connection with this Agreement.
(c) Operation of
Business. The
Seller shall not cause or permit the Company to engage in any practice, take any
action, or enter into any transaction outside the ordinary course of business.
(d) Full Access. Each of the Seller and the
Company shall permit representatives of the Buyer to have full access at all
reasonable times, and in a manner so as not to interfere with the normal
business operations of the Company, to all premises, properties, personnel,
books, records (including tax records), contracts, and documents of or
pertaining to the Company. The Buyer shall treat and hold as such any
confidential information it receives from the Company in the course of the
reviews contemplated by this Agreement, and shall not use any of the
confidential information except in connection with this Agreement, and, if this
Agreement is terminated for any reason whatsoever, shall return to the Company
all tangible embodiments (and all copies) of the confidential information which
are in its possession.
(e) Notice of
Developments.
(i) Any
of the Seller and the Company shall notify the Buyer immediately of any
development causing a breach of any of the representations and warranties in
this Agreement.
(ii)
Seller and the Company shall give prompt written notice to the Buyer of any
material adverse development causing a breach of any of its representations and
warranties in this Agreement. No disclosure by the Company pursuant to this
subsection (e)(ii), however, shall be deemed to amend or supplement the
Disclosure Schedule or to prevent or cure any misrepresentation or breach of
warranty.
(f) Exclusivity. None of the Sellers or the
Company shall solicit, initiate, or encourage the submission of any proposal or
offer from any other person relating to the acquisition of all or substantially
all of the capital stock or assets of any of the Company (including any
acquisition structured as a merger, consolidation, or share exchange); provided,
however, that the Sellers and their directors and officers will remain free to
participate in any discussions or negotiations regarding, furnish any
information with respect to, assist or participate in, or facilitate in any
other manner any effort or attempt by any Person to do or seek any of the
foregoing to the extent their fiduciary duties may require
(a) General. In case at any time after
the Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the Parties will take such further action
(including the execution and delivery of such further instruments and documents)
as any other Party may request, all at the sole cost and expense of the
requesting Party (unless the requesting Party is entitled to indemnification
therefor as set forth below).
(b) Litigation
Support. If and
for so long as any Party actively is contesting or defending against any action,
suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in
connection with (i) any transaction contemplated under this Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Company, each of the Seller and the Company
shall cooperate with Buyer and its counsel in the defense or contest, make
available their personnel, and provide such testimony and access to their books
and records as shall be necessary in connection with the defense or contest, all
at the sole cost and expense of the contesting or defending Party (unless the
contesting or defending Party is entitled to indemnification therefor under this
Agreement).
-12-
ARTICLE
9
DEFAULT,
WAIVER AND AMENDMENT
9.1 Default. Upon
a breach or default under this Agreement by any of the Parties (following the
cure period provided herein), the non-defaulting party shall have all rights and
remedies given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise. Notwithstanding the foregoing, in the event of
a breach or default by any Party hereto in the observance or in the timely
performance of any of its obligations hereunder which is not waived by the
non-defaulting Party, such defaulting Party shall have the right to cure such
default within 15 days after receipt of notice in writing of such breach or
default.
9.2 Waiver and
Amendment. Any term, provision, covenant, representation,
warranty, or condition of this Agreement may be waived, but only by a written
instrument signed by the party entitled to the benefits thereof. The
failure or delay of any party at any time or times to require performance of any
provision hereof or to exercise its rights with respect to any provision hereof
shall in no manner operate as a waiver of or affect such party's right at a
later time to enforce the same. No waiver by any party of any
condition, or of the breach of any term, provision, covenant, representation, or
warranty contained in this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such
condition or breach or waiver of any other condition or of the breach of any
other term, provision, covenant, representation, or warranty. No
modification or amendment of this Agreement shall be valid and binding unless it
be in writing and signed by all Parties hereto.
ARTICLE
10
MISCELLANEOUS
10.1 Expenses. Whether
or not the transactions contemplated hereby are consummated, each of the Parties
hereto shall bear all taxes of any nature (including, without limitation,
income, franchise, transfer, and sales taxes) and all fees and expenses relating
to or arising from its compliance with the various provisions of this Agreement
and such party's covenants to be performed hereunder, and except as otherwise
specifically provided for herein, each of the Parties hereto agrees to pay all
of its own expenses (including, without limitation, attorneys and accountants'
fees, and printing expenses) incurred in connection with this Agreement, the
transactions contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such taxes, fees,
and expenses of the Parties hereto shall be paid prior to Closing.
10.2 Notices. Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the Parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested, to the following
addresses:
To
Buyer: International
Packaging and Logistics Group Inc.
Attn: Xxxxxxxx
Xxxxx
0000
Xxxxxx Xxxxxx Xx., Xxxxx 000
Xxxxxx,
Xxxxxxxxxx 00000
Fax: (000)
000-0000
With a
copy
to: Xxxx
Xxxxxxxxx, Esq.
Xxxxxxxxx
& Associates
00000 Xxx Xxxxxx, Xxxxx
000
Xxxxxx,
XX 00000
Fax: 000-000-0000
To the
Company: EZ
Link Corp.
Attn: Xxxxxxx
Xxxx
0X,
Xx.000, Xxx. 0, Xxxx Xx.,
Xxxxxxxxx
Xxxxxxxx, Xxxxxx City 104,
Taiwan,
Republic of China
The
persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery. If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given seven
days after deposit thereof in the United States mail.
10.3 Entire
Agreement. This Agreement, together with the Schedule and
Exhibits hereto, sets forth the entire agreement and understanding of the
Parties hereto with respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements and understandings related to the
subject matter hereof. No understanding, promise, inducement,
statement of intention, representation, warranty, covenant, or condition,
written or oral, express or implied, whether by statute or otherwise, has been
made by any party hereto which is not embodied in this Agreement, or in the
schedules or exhibits hereto or the written statements, certificates, or other
documents delivered pursuant hereto or in connection with the transactions
contemplated hereby, and no party hereto shall be bound by or liable for any
alleged understanding, promise, inducement, statement, representation, warranty,
covenant, or condition not so set forth.
-13-
10.4 Survival of
Representations. All statements of fact (including financial
statements) contained in the Schedules, the exhibits, the certificates, or any
other instrument delivered by or on behalf of the Parties hereto, or in
connection with the transactions contemplated hereby, shall be deemed
representations and warranties by the respective party hereunder. All
representations, warranties, agreements, and covenants hereunder shall survive
the Closing and remain effective regardless of any investigation or audit at any
time made by or on behalf of the Parties or of any information a party may have
in respect hereto. Consummation of the transactions contemplated
hereby shall not be deemed or construed to be a waiver of any right or remedy
possessed by any party hereto, notwithstanding that such party knew or should
have known at the time of closing that such right or remedy
existed.
10.5 Incorporated by
Reference. The schedules, exhibits, and all documents
(including, without limitation, all financial statements) delivered as part
hereof or incident hereto are incorporated as a part of this Agreement by
reference.
10.6 Remedies
Cumulative. No remedy herein conferred upon the Parties is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.
10.7 Execution of Additional
Documents. Each Party hereto shall make, execute, acknowledge,
and deliver such other instruments and documents, and take all such other
actions as may be reasonably required in order to effectuate the purposes of
this Agreement and to consummate the transactions contemplated
hereby.
10.8 Finders' and Related
Fees. Each of the Parties hereto is responsible for, and shall
indemnify the other against, any claim by any third party to a fee, commission,
bonus, or other remuneration arising by reason of any services alleged to have
been rendered to or at the instance of said party to this Agreement with respect
to this Agreement or to any of the transactions contemplated
hereby.
10.9 Governing
Law. This Agreement has been negotiated and executed in the
State of Nevada and shall be construed and enforced in accordance with the laws
of such state.
10.10 Forum. Each
of the Parties hereto agrees that any action or suit which may be brought by any
party hereto against any other party hereto in connection with this Agreement or
the transactions contemplated hereby may be brought only in a federal or state
court in Orange County California or Los Angeles, California.
10.11 Professional
Fees. In the event any Party hereto shall commence legal
proceedings against the other to enforce the terms hereof, or to declare rights
hereunder, as the result of a breach of any covenant or condition of this
Agreement, the prevailing party in any such proceeding shall be entitled to
recover from the losing party its costs of suit, including reasonable attorneys'
fees, accountants’ fees, and experts’ fees.
10.12 Binding Effect and
Assignment. This Agreement shall inure to the benefit of and
be binding upon the Parties hereto and their respective heirs, executors,
administrators, legal representatives, and assigns.
10.13 Counterparts; Facsimile
Signatures. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. The Parties agree that facsimile signatures of this
Agreement shall be deemed a valid and binding execution of this
Agreement.
10.14 Representation. All
Parties to this Agreement have been given the opportunity to consult with
counsel of their choice regarding their rights under this
Agreement.
-14-
IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement, as of the date first written
hereinabove.
INTERNATIONAL
PACKAGING AND LOGISTICS GROUP INC.
/s/
Xxxxxx Xxxxxxxx
By:
Xxxxxx Xxxxxxxx
Its: Chief
Executive Officer
EZ
LINK CORP.
/s/
Xxxxxxx Xxxx
By: Xxxxxxx
Xxxx
Its: Managing
Director
Company
Uniform Code: 80495519
Company
Stamp:
THE
SELLERS:
/s/ Xx
Xxxx Xxxx
XX XXXX
XXXX
ROC ID
N220593135
/s/ Yeh
Yen Ewi
YEH YEN
EWI
ROC ID
A122395590
/s/ Xxxx
Xxx Xxx
XXXX XXX
XXX
ROC ID
G120526824
/s/ Xxx
Xxxx Xxx
XXX XXXX
XXX
ROC ID
Q221561693
-15-
EXHIBIT
A
SHAREHOLDERS
OF EZ LINK CORP.
Name Number of Shares
Held
WU XXXX
XXXX (吳佳珍) 810,000
YEH YEN
WEI (葉彥葦) 337,500
CHAO WIN
HUA (趙文華) 135,000
XXX XXXX
CHI (許芳琪) 67,500
-16-
EXHIBIT
4
EZ
LINK CORP. and ITS SHAREHOLDERS DISCLOSURE SCHEDULE
The items
set forth below are exceptions to the representations and warranties of EZ LINK
CORP. set forth in Section 4 of the Agreement. Any matter set
forth herein as an exception to a section of the Agreement shall be deemed to
constitute an exception to all other applicable sections of the
Agreement. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Agreement.
Section Exception
-17-
SCHEDULE
4.1.7-1
ASSETS
OF EZ LINK CORP.
As of
September 30, 2008:
|
Assets
|
2008.9.30
|
2008.9.30
|
|
Current
assets:
|
NT$
|
US$
|
|
Cash
and cash equivalents
|
$7,842,275
|
243,973
|
|
Notes
receivable
|
4,476,043
|
139,250
|
|
Accounts
receivable
|
17,349,809
|
539,753
|
|
Prepayments
|
313,769
|
9,761
|
|
Other
current assets
|
380,075
|
11,824
|
|
Total
current assets
|
30,361,971
|
944,561
|
|
Property,
plant and equipment
|
1,205,239
|
37,495
|
|
Other
assets:
|
||
|
Guarantee
deposits paid
|
280,200
|
8,717
|
|
Organization
costs
|
-
|
-
|
|
Deferred
charges
|
584,268
|
18,177
|
|
Total
other assets
|
864,468
|
26,894
|
|
Total
assets
|
$32,431,678
|
$1,008,950
|
-18-
SCHEDULE
4.1.7-2
LIABILITIES
OF EZ LINK CORP.
As of
September 30, 2008:
|
Liabilities
and Stockholders' Equity
|
2008.9.30
|
2008.9.30
|
|
Current
Liabilities:
|
NT$
|
US$
|
|
Short-term
borrowings
|
$1,000,000
|
31,110
|
|
Notes
payable
|
3,289,045
|
102,322
|
|
Accounts
payable
|
14,521,477
|
451,763
|
|
Accrued
expenses
|
1,039,923
|
32,352
|
|
Due
to related party
|
11,895,537
|
370,070
|
|
Other
payables
|
1,025,100
|
31,891
|
|
Advance
receipts
|
146,440
|
4,556
|
|
Other
current liabilities
|
269,773
|
8,393
|
|
Total
current liabilities
|
33,187,295
|
1,032,457
|
|
Long-term
borrowings
|
-
|
-
|
|
Total
long-term liabilities
|
-
|
-
|
|
Total
liabilities
|
33,187,295
|
1,032,457
|
-19-
SCHEDLUE
6.4(c)
SCHEDULE
OF RECIPIENTS OF CONSIDERATION SHARES
Name Number of Consideration
Shares to be Issued
WU XXXX
XXXX 274,286
Common Shares
240,000 Preferred
Shares
YEH YEN
WEI 114,286
Common Shares
100,000
Preferred Shares
CHAO WIN
HUA 45,714
Common Shares
40,000 Preferred Shares
XXX XXXX
CHI 22,857 Common
Shares
20,000 Preferred Shares
-20-
