STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered
into on April 22nd 2006, by and between CHINA AGRI-BUSINESS, INC., a corporation
formed under the laws of the State of Maryland (the "Issuer"), and the
attorney-in-fact of the shareholders as listed in Exhibit A of the Agreement
(the "Stockholders") of Shaanxi Xxx Xxxxx Centennial Agriculture and Technology
Co., Lid. ("Xinsheng"), a corporation formed under the laws of the People's
Republic of China (the "PRC").
WITNESSETH:
WHEREAS, the Stockholders are the holders of 100% of the issued and
outstanding capital shares of Xinsheng ("Xinsheng Shares");
WHEREAS, the stockholder meeting of Xinsheng held on April 10, 2006
(the "Xinsheng Stockholder Meeting") resolved that the Stockholders and Xinsheng
will enter into a Management Entrustment Agreement with Mei Xin Agri Technology
(Shaanxi) Co., Ltd., a PRC corporation wholly owned by the Issuer and qualified
to be a wholly foreign owned company (the "WFOE"), where the management rights
and the rights that could be delegated by the Stockholders' meetings of Xinsheng
shall be irrevocably entrusted to the WFOE. A copy of the resolutions of the
Xinsheng Stockholder Meeting is attached hereto as Exhibit B;
WHEREAS, the Xinsheng Stockholder Meeting resolved that the board
members of Xinsheng are authorized to act as the attorney-in-fact on behalf of
the Stockholders to enter into certain agreements, including the Agreement;
WHEREAS, the Xinsheng Stockholder Meeting resolved that the board
members of Xinsheng are authorized to act as the attorney-in-fact on behalf of
the Stockholders to enter into certain agreements, including the Agreement;
WHEREAS, the Xinsheng Stockholder Meeting resolved that the board
members of Xinsheng are authorized to act as the attorney-in-fact on behalf of
the Stockholders to enter into a Voting Trust and Escrow Agreement in the form
annexed hereto as Exhibit C (the "Voting Trust and Escrow Agreement") to entrust
Voting Trustees to hold the shares to be issued to the Stockholders by the
Issuer on their behalf.
NOW, THEREFORE, for the mutual consideration set out herein, the parties agree
as follows:
1. Issuance of Shares by the Issuer. Subject to, and upon the terms and
conditions of, this Agreement, at the Closing, the Issuer will issue to the
..Stockholders an aggregate number of shares of common stock of the Issuer, such
number may be determined by the Issuer through the discussion with underwriters
(the "Shares"), in the name of the Stockholders' Trustees, as designated under
the Voting Trust and Escrow Agreement, free and clear of all adverse claims and
encumbrances (other than restrictions under the securities laws), in
consideration of the Stockholders' execution of the Management Entrustment
Agreement. Such Shares shall be further allocated to the Stockholders pro rata
based on the percentages of their Xinsheng Shares represented by a Voting Trust
Certificate to each of the Stockholders as set forth under the Voting Trust and
Escrow Agreement.
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2. Closing. The Closing of the issuance of the Shares shall take place
subject to the conditions set forth in Clause 5 and Clause 6 of this Agreement
are satisfied.
3. Representations, Warranties and Covenants of the Issuer. The
statements in this Section 3 are representations, warranties and covenants of
the Issuer. The Issuer is a Maryland corporation duly organized, validly
existing and in good standing. The Shares, when issued pursuant to this
Agreement, will be duly and validly authorized and issued, fully paid and
non-assessable. The Issuer's execution and performance of this Agreement have
been duly authorized.
4. Representations and Warranties of the Stockholders. The statements
in this Section 4 are the Stockholders' representations and warranties. The
Stockholders understand that none of the Shares of the Issuer has ever been
registered under U.S. Securities Act of 1933, as amended ("Act"). The
Stockholders acknowledge that the Shares may be characterized as "restricted
securities" under the Act and cannot be publicly traded in the United States
markets unless first registered under the Act. The Issuer shall register the
Shares after the execution of the Agreement. The Stockholders affirmatively
represent that they have no intent to redistribute the Shares within one year
from the date of the Agreement.
The Stockholder represent and warrant that they are the holders of
Xinsheng Shares, free and clear of any adverse claims and encumbrance. Xinsheng
is a company, duly organized, validly existing and in good standing under the
laws of the PRC and has full power and authority to carry on its business as and
where such business is operated. All necessary company action required to be
taken by Xinsheng and the Stockholders relating to the execution and delivery of
this Agreement and the consummation of the transactions contemplated by this
Agreement has been duly and validly taken, and this Agreement constitutes the
legal valid and binding and enforceable obligation of Stockholders, except as
enforceability may be limited by bankruptcy, insolvency and other laws of
general application affecting the enforcement of creditor's rights.
5. Issuer's Deliveries. All obligations of the Stockholders under this
Agreement are subject to the fulfillment of delivery of the following thing. At
the Closing, the Issuer shall deliver to the Voting Trustees of the
Stockholders, a stock certificate representing the Shares.
6. Conditions to the Issuer's Obligations. The Issuer's obligations
under this Agreement are subject to execution of the Management Entrustment
Agreement.
7. Notices. Any notice or communication under this Agreement must be in
writing and may be given by mail, fax or by delivery or courier service to the
following addresses (or other addresses subsequently provided in writing):
If to the Issuer: China Agri-Business, Inc.
c/o Xxxxxxxx Xxxx
Xxxxxxxxx Capital Inc.
Beijing Representative Office
Xxxx Xxx SOHO, Building 1 Suite 1001
00 Xxxx 0xx Xxxx Xxxx, Xxxxxxx 000000 Xxxxx
Fax: (0000) 00000000
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If to the Stockholders: Shaanxi Xxx Xxxxx Centennial Agriculture and
Technology Co., Ltd.
c/o: Mr. Xxxxxxx Xxxx
Fl 9, Financial Mansion
Xx. 00 Xxx Xxx Xx
Xx'xx X.X. Xxxxx.
Zip: 710068
Fax: (0000) 00000000
And by public announcement on Xinsheng's website.
8. Settlement of disputes. Any disputes under this Agreement shall be
settled at first through friendly consultation between the parties hereto. In
case no settlement can be reached through consultation, each party shall have
the right to submit such disputes to China International Economic and Trade
Arbitration Commission. The place of arbitration is in Beijing. The arbitration
award shall be final and binding on both parties.
9. Miscellaneous. This Agreement may be amended or supplemented only by
instrument in writing executed by all the parties hereto. Nothing in this
Agreement shall be deemed to confer any rights or remedies upon any person not a
party hereto. This Agreement contains the entire agreement and understanding of
the parties regarding the issuance of the Shares supersedes all prior agreements
and understandings, both written and oral, among the parties. This Agreement
shall be governed by the laws of the State of New York and shall be interpreted
as if all parties have participated equally in its drafting. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.
CHINA AGRI-BUSINESS, INC., THE ISSUER
By: /s/
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Board members of Shaanxi Xxx Xxxxx Centennial Agriculture and Technology Co.,
Ltd. Attorney-in-fact of the Stockholders.
By: /s/
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EXHIBIT A
SHAREHOLDERS LIST OF
SHAANXI XXX XXXXX CENTENNIAL AGRICULTURE AND TECHNOLOGY CO., LTD.
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EXHIBIT B
THE STOCKHOLDER MEETING RESOLUTIONS OF
SHAANXI XXX XXXXX CENTENNIAL AGRICULTURE AND TECHNOLOGY CO., LTD.
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EXHIBIT C
VOTING TRUST AND ESCROW AGREEMENT
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