PLAN AND AGREEMENT OF REORGANIZATION
BETWEEN
MAS Acquisition XI Corp.
(an Indiana corporation)
AND
Bluepoint Software Co., Ltd. (Formally Shenzhen Sinx Software Co. Ltd.)
(a Chinese corporation)
This Plan and Agreement of Reorganization is entered into this 7th day of
January, 2000 by and between MAS Acquisition XI Corp., an Indiana corporation,
with offices at 0000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, hereafter
referred to as "MAS" and Bluepoint Software Co., Ltd., a Chinese corporation,
with offices at 203 W-2,SEG Science & Indust ry Park, Huaqian Road North,
Shenzhen, Guangong Province, China, and its shareholders, hereinafter referred
to as "BLUEPOINT".
This Plan or Reorganization is within the meaning of Section 368 a) (1) (B) of
the Internal Revenue Code of 1986, as amended, MAS will acquire from the
shareholders of BLUEPOINT all of the issued and outstanding s hares of BLUEPOINT
in return for 15,500,000 shares of the authorized but unissued shares of MAS.
BLUEPOINT will then become and operate as a whol ly owned subsidiary of MAS.
AGREEMENT
In order to consummate such plan of reorganization, the parties he reto, in
consideration of the mutual agreements and on the basis of the representations
and warranties hereafter set forth, do hereby a gree, as follows:
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ARTICLE I
1.01. Transfer of BLUEPOINT capital stock and consideration for t ransfer:
Subject to the terms and conditions of this Agreement, each B LUEPOINT
shareholder shall have endorsed and delivered his or her certifica to to Xx
Xxxx, CEO of BLUEPOINT, as Trustee, prior to the closing date, wh o shall, at
such closing, deliver said certificates to Xxxxx Xxxx in exch ange for the
stated number of shares of MAS (subject to the provisions of Section 4(2) of the
Securities Act of 1933, as amended) as set forth in 1.0 2 below.
1.02. Consideration for transfer to MAS: On the closing date, su bject to the
terms and conditions of this Agreement, and in full considera tion for the
transfer and delivery to MAS of all the issued and outstandin g shares of
BLUEPOINT. MAS shall cause to be delivered by its transfer agent, Signature
Stock Transfer, of Dallas, Texas, 15,500,000 shares of the authorized but
unissued capital stock of MAS. Said MAS shares shall be broken down into
individual names and amounts as requested in writi ng by Xx Xxxx, authorized
agent for the BLUEPOINT shareholders, and when issued, such shares to be fully
paid and nonassessable. Such shares shal 1 not be free trading as they are not
at this time registered or covered by any exemption. Said shares will be
restricted in nature and said res triction shall be reflected on the face of all
certificates included in the MAS shares.
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ARTICLE II
2.01. Closing: The time of delivery by BLUEPOINT stockholders of their
respective shares as provided in Paragraph 1.01 of this Agreemen t having
already taken place, said shares being held by Xx Xxxx, as au thorized agent,
and the certificate(s) for MAS shares as authorized by the Board of Directors of
MAS being in hand for delivery to Xxxxx Xxxx, as au thorized agent, closing
shall be effective with the signing of this Agreem ent. For purposes of record,
closing shall be effective on or before 17t h day of January, 2000, 5 p.m.
Central Time.
ii
ARTICLE III
3.01. Representations and Warranties by BLUEPOINT:
(1) BLUEPOINT is a corporation duly organized and validly existin g and in good
standing under the laws of China. It has all requisite corpora to power and
authority to carry on its business as now being conducted, to enter into this
Agreement and to carry out and perform the terms and pr ovisions of this
Agreement. BLUEPOINT is duly qualified, licensed, or dome sticated and in good
standing as a foreign corporation authorized to do bus iness in each
jurisdiction wherein the nature of its activities conducted or the character of
its properties make such qualification, licens ing, or domestication necessary.
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(2)(a) BLUEPOINT is duly and lawfully authorized by its Arti cles of
Incorporation, to issue the shares of capital stock required by this Agreement;
further, BLUEPOINT has no other authorized series or class of stock. All of the
outstanding sharesof BLUEPOINT's capital stock h ave been duly issued.
(b) BLUEPOINT is not presently liable on account of a any indebtedn ess for
borrowed monies, except as reflected on the Balance Sheet described in
Subparagraph (4), below.
(c) There are no outstanding subscriptions, options, warrants, calls, contracts,
demands, commitments, convertible securities,or other greements or arrangements
of any character or nature whatsoev er under which BLUEPOINT is or may be
obligated to issue or purchase share s of its capital stock.
(3) Each BLUEPOINT stockholder severally and for himself at the xxx e of the
Closing on the Closing Date will be the lawful owner of the share s of the
capital stock of BLUEPOINT held in his name, free and clear of al 1 liens,
claims and encumbrances of every kind. Each stockholder has fu 11 legal right,
power, and authority to sell, assign, and transfer his s hares of capital stock
of BLUEPOINT; and the delivery of such shares to an y person pursuant to the
provisions of this Agreement will transfer val id title thereto, free and clear
of all liens, encumbrances and claims of every kind.
Page 4
(4) BLUEPOINT has furnished MAS with an unaudited Balance S heet of BLUEPOINT as
of September 30, 1999, hereinafter referred to as the Balance Sheet. Such
financial statement presents fairly the financial cond ition of BLUEPOINT at
such date. Specifically, but not by way of limitat ion, the Balance Sheet
discloses all of the debts, liabilities, and obliga tions of any nature (whether
absolute, accrued, contingent, or otherwi se, and whether due or to become due)
of BLUEPOINT at the date thereof.
(5) BLUEPOINT has not, since September 30, 1999:
(a) Incurred any obligations or liabilities, absolute, accrued, con tingent, or
otherwise and whether due or to become due, except current lia bilities incurred
in the ordinary course of business, none of which a dversely affects the
business or prospects of BLUEPOINT.
(b) Discharged or satisfied any liens or encumbrances, or p aid any obligation
or liability, absolute, accrued, contingent or other wise and whether due or to
become due, other than current liabilities show n on the Balance Sheet and
current liabilities incurred since the clo sing of business on the date of the
Balance Sheet, in each case, in the ordinary course of business;
(c) Declared or made any payment or distribution to its Stockho lders or
purchased or redeemed, or obligated itself to purchase or redeem any of its
shares of Capital Stock or other securities;
(d) Mortgaged, pledged, or subjected to lien, or other encumbr ances or charges,
of its assets, tangible or intangible;
(e) Sold or transferred any of its assets except for inventory sol d in the
ordinary course of business or canceled debt or claim;
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MAS Final.txt
(f) Suffered any damage, destruction, or loss (whether or not co vered by
insurance) affecting the properties, business, or prospects of BL UEPOINT, or
waived any rights of substantial value;
(g) Entered into any transaction other than in the ordinary course of business.
(6) There are no legal actions, suits, arbitration, or other legal or
administrative proceedings pending against BLUEPOINT which would of fect it, its
properties, assets, or business. BLUEPOINT is not in defa ult with respect to
any judgment, order or decree of any government ag ency or instrumentality.
(7) BLUEPOINT has good and marketable title to all of its proper ties and
assets, including without limitation those reflected in the Xxxxx xx Sheet and
those used or located on property controlled by BLUEPOINT in its business on the
date of the Balance Sheet and acquired thereafter (except assets sold in the
ordinary course of business), subject to no m ortgage, pledge, lien, charge,
security interest, encumbrance, or restrictio n except those which (a) are
disclosed on the Balance Sheet as securing s pecified liabilities; (b) are
disclosed in the Schedule of Assets referre d to in Subparagraph 3.01(8) hereof;
or (c) do not materially adversely of fect the use thereof. The building and
equipment of BLUEPOINT are in good c ondition and repair, reasonable wear and
tear excepted. BLUEPOINT has not been, to the knowledge of any officer of
BLUEPOINT, threatened with any a ction or proceeding under any building or
zoning ordinance, regulation or law.
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(8) Prior to Closing Date, BLUEPOINT will have delivered to MAS a s eparate
Schedule of Assets, specifically referring to this paragraph, conta ining:
(a) A true and complete aged list of accounts receivable (if any) as of a date
no earlier than the Closing Date.
(b) A true and complete list of all capitalized machinery, tools, equipment, and
rolling stock owned by BLUEPOINT, setting forth al 1 liens, claims,
encumbrances, charges, restrictions, covenants, and con ditions.
(c) A complete schedule of all fire and other casualty and 1 iability policies
of BLUEPOINT in effect at the time of delivery of said s chedule.
(9) BLUEPOINT is not a party to, or otherwise bound by, any xx xxxxx or oral:
(a) Contract or agreement not made in the ordinary course of b usiness;
(b) Lease with respect to any property, real or personal, whether a s lessor or
lessee, except as reflected in the Balance Sheet.
(c) Contract or other commitment continuing for a period of more th an thirty
days and which is not terminable without cost or other liabi lity to BLUEPOINT
or its successor except as shown on the Balance Sheet.
BLUEPOINT has in all respects performed all obligations require d to be
performed by it to date and is not in material default under an y of the
contracts, agreements, leases, documents, or other arrangement to which it is a
party or by which it is otherwise bound.
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(10) The books of account, minute books, stock certificate books, a nd stock
transfer ledgers of BLUEPOINT are complete at Closing and also corr ect, and
there have been no transactions involving the business of BLUEPOI NT which
properly should have been set forth in said respective books, of her then those
set forth therein.
(11) Since the Balance Sheet there has not been any material advers e change in,
or event or condition materially and adversely affecting the c ondition
(financial or otherwise) of the properties, assets or liabili ties of BLUEPOINT.
3.02 MAS represents and warrants to BLUEPOINT and its stockholders as follows:
(1) MAS is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Indiana.
(2) MAS is considered a fully-reporting company by the SEC.
(3) MAS's authorized capital stock consists of 80,000,000 shares of common stock
and 20,000,000 shares of preferred stock, par value $.001. Af ter the completion
of this Agreement 20,000,000 shares of common stock will be validly issued and
outstanding. This figure reflects the shares beneficially issued to the
shareholders of BLUEPOINT under Rule 3(a (9) of the Securities Act of 1933.
(4) The execution, delivery, and performance of this Agreement has been duly
authorized by all requisite corporate action. This A greement constitutes a
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valid and binding obligation of MAS in accordance with its terms. No provision
of the Articles of Incorporation and the am endments thereto, by-laws and any
amendments thereto, or of any contract to which MAS is a party or otherwise
bound, which prevents MAS from deliver ing good title to its shares of such
capital stock in the manner cont emplated hereunder.
(5) MAS has furnished BLUEPOINT and its shareholders with a stat ement of
management,and previous management, that there are little or no as sets and no
liabilities, and that the corporation, and its predecessor hav e had no
activities in which it could have incurred any liabilities si nce the September
30, 1999 financials.
(6) All of the MAS common shares to be issued to BLUEPOINT shar eholders will,
when so issued, be validly issued and outstanding, fully paid and
non-assessable.
(7) Since the financial condition statement, there has not been any material or
adverse change in, or event or condition materially and adversely affecting the
condition of MAS.
ARTICLE IV
4.01 BLUEPOINT covenants that all statements made herein and he reto are true
and correct and may be relied upon by MAS.
4.02. BLUEPOINT covenants and warrants that all books, reco rds and financial
statements employed or used in connection with this Agree ment are true and
correct and that the right to examine same has been ext ended to MAS and its
representatives.
4.03. Federal Securities Act-Unregistered Stock:
Page 9
(1) Each BLUEPOINT stockholder acknowledges thatthe shares of MA S common stock
to be delivered to him pursuant to this Agreementhave not and are not registered
under the 1933 Act, as amended, and that accordin gly such stock is not fully
transferable except as permitted under various exemptions contained in the 1933
Act, and the rules of the Securi ties and Exchange Commission interpreting said
Act. The provisions contained in this paragraph are intended to ensure
compliance with the 1933 Act, as amended.
(2) Each BLUEPOINT stockholder agrees that the certificates eviden cing the
shares he will receive shall contain substantially the following
legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUI RED FOR INVESTMENT
AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE S AME ARE REGISTERED UNDER THE
SECURITY ACT OF 1933, OR THE COMPANY REC EIVES AN OPINION FROM COUNSEL
SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED FOR SALE OR TRANSFER
OR THAT THE SHARES HAVE BEEN LEGALLY SOLD IN BROKER TRANSACTIONS PURSUANT TO
RULE 144 OF THE RULES AND REGULA TIONS OF THE SECURITIES AND EXCHANGE COMMISSION
PROMULGATED UNDER SECURIT Y ACT OF 1933."
ARTICLE V
5.01 Conditions Precedent:
(1) The aggregate number of shares of the corporation'scapit al stock tendered
by the BLUEPOINT stockholders at the closing shall consti tute 100 percent of
all of the issued and outstanding Capital Stock of BLUEPOINT.
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ARTICLE VI
6.01 Paragraph and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the me aning or interpretation of
this Agreement.
6.02. This Agreement shall be construed under and in accordance with the laws of
the State of Indiana.
6.03. This Agreement shall be binding on and inure to the benefit o f and be
enforceable by the BLUEPOINT shareholders and MAS, their respectiv e heirs,
executors, administrators, legal representatives, successors, and assigns except
as otherwise expressly provided herein.
6.04. Should there be any litigation arising from this transact ion, the
prevailing party shall be entitled to recover reasonable attorne y's fees from
the other party, which fees may be set by the court in the trial of such action
or may be enforced in a separate action brought for that purpose. These fees
shall be in addition to any other relief whic h may be awarded.
IN WITNESS WHEREOF, the parties hereto have executed this P lan and Agreement of
Reorganization on the date first set forth, at 0000 X. Xxxxxxxx Xx.,Xxxxxxxxxx,
Xxxxxxx 00000.
FOR MAS Acquisition XI CORP.,
an Indiana Corporation
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By:/s/Xxxxx Xxxx
----------------
Xxxxx Xxxx, President
FOR Bluepoint Software Co., Ltd.,
a Chinese corporation
By:/s/Xx Xxxx
-------------
Xx Xxxx, Chairman and CEO
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