COMMON STOCK EXCHANGE AGREEMENT
COMMON STOCK EXCHANGE AGREEMENT ("Agreement"), dated June 4, 2004, by and
among World Information Technology, Inc., a Taiwan Corporation ("World Info -
China"), a wholly owned subsidiary of World Information Technology, Inc., a
Nevada corporation ("WRLT"), collectively "World", as a shareholder of WeiChang
International Technology, Inc. ("WeiChang"), on the one hand, and Cloud
Technology Co., of ___________________________________ ("Cloud") as a
shareholder of WRLT, and collectively as the "Parties."
WITNESSETH
WHEREAS, Cloud owns 9,149,368 shares of the issued and outstanding common
stock of WRLT (the "WRLT Shares");
WHEREAS, Cloud desires to sell and World desires to purchase all of the
WRLT Shares in accordance with the terms set forth herein;
WHEREAS, World Info. - China owns 9,750,000 shares of the issued and
outstanding common stock of WeiChang
NOW THEREFORE, in consideration of the premises and respective mutual
agreements, covenants, representations and warranties herein contained, it is
agreed between the parties hereto as follows:
ARTICLE
1. EXCHANGE OF SHARES
Exchange of the WeiChang Shares. At the Closing, subject to the terms and
conditions herein set forth, and on the basis of the representations, warranties
and agreements herein contained, Cloud shall sell to World and World shall
purchase from Cloud, all of the WRLT Shares. World shall pay to Cloud, or their
assigns, as consideration for the receipt of the WRLT Shares, an aggregate of
Four Million Seven Hundred Seven Thousand Eight Hundred Thirty One (4,757,831)
shares of WeiChang International Technology, Inc. stock (the "WeiChang Shares").
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2. CLOSING.
2.1 Time and Place. The Closing shall take place simultaneously with
the execution of this Agreement.
2.2 Closing Deliveries.
(a) WRLT Shareholder Deliveries. The WRLT Shareholder will
deliver or cause to be delivered to World Info. - China the WRLT Shares.
(b) World Info - China Deliveries. World Info - China will
deliver or cause to be delivered Cloud the WeiChang Shares.
3. REPRESENTATIONS AND WARRANTIES OF WORLD INFO. - CHINA.
World Info. - China hereby represents and warrants to Cloud, as
follows and acknowledges and confirms to World Info. - China that it is relying
upon such representations and warranties in connection with the purchase by it
of the WeiChang Shares purchased hereunder:
3.1 Due Organization and Qualification. World Info - China is duly
organized, validly existing and in good standing under the laws of Taiwan. .
3.2 Power and Authority. World Info. - China has the requisite
corporate power and authority to execute and deliver this Agreement and all
other agreements executed by the World in connection with this Agreement (the
"Related Agreements") and to perform its obligations hereunder and thereunder.
The execution, delivery and performance of this Agreement and all other
agreements contemplated by this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of World.
3.3 Title. World Info. - China has good title to the WeiChang
Shares. .
4. REPRESENTATIONS AND WARRANTIES OF CLOUD.
Cloud hereby severally and not jointly represents and warrants to
World as follows:
4.1 Due Organization. Cloud is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or
establishment, and has the requisite power and authority to own, lease and
operate its assets and properties and to carry on its business as presently
conducted.
4.2 Power of Cloud. Cloud has the requisite power and authority to
execute and deliver this Agreement and executed by it's representative and to
perform its obligations hereunder. This Agreement has been duly executed and
delivered by Cloud and is a valid, legal and binding obligation of Cloud
enforceable against Cloud in accordance with its terms.
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4.3 Governmental and Other Consents. No consent, approval or
authorization of, or declaration or filing with, any governmental authority or
other person is required on the part of such Cloud in connection with the
execution, delivery and performance of this Agreement or any Related Agreement
by it or the consummation of the transactions contemplated hereby.
4.4 Investment Intent. The WeiChang Shares purchased hereunder are
being purchased for investment purposes only, for its own account, not as a
nominee or agent and not with a view to the distribution thereof.
4.5 CLOUD'S KNOWLEDGE OF WEICHANG. Cloud warrants that it has a
first hand knowledge of the business, technology and financial condition of
WeiChang and accepts the WeiChang Shares without any representations from World.
5. REPRESENTATIONS AND WORLD. World Info. - China and WRLT agree to
retire the WRLT Shares obtained through this Agreement. World understands that
the shareholders of Cloud may have an ownership interest in WRLT through other
entities.
6. MISCELLANEOUS.
6.1 Consent to Jurisdiction. Any legal action, suit or proceeding in
equity or at law arising out of or relating to this Agreement the transactions
contemplated hereby or thereby shall be instituted exclusively in the state or
Federal courts located in the State and County of New York and each party agrees
not to assert, by way of motion, as a defense, or otherwise, in any such action,
suit or proceeding, any claim that such party is not subject personally to the
jurisdiction of any such court, that the action, suit or proceeding is brought
in an inconvenient forum, that the venue of the action, suit or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by any such court. Each party further irrevocably submits to the
jurisdiction of any such court in any such action, suit or proceeding. Any and
all service of process and any other notice in any such action, suit or
proceeding shall be effective against any party if given personally or by
registered or certified mail, return receipt requested, or by any other means of
mail that requires a signed receipt, postage prepaid, mailed to such party as
herein provided. Nothing herein contained shall be deemed to affect or limit the
right of any party to serve process in any other manner permitted by applicable
law.
6.2 Entire Agreement. This Agreement and the certificates executed
in connection with the consummation of the transactions contemplated hereby
embody the entire agreement and understanding of the parties hereto with respect
to the subject matter hereof and supersede all prior agreements and
understandings between the parties hereto.
6.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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6.4 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect or limit the meaning or
interpretation of this Agreement.
6.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above written.
World Information Technology, Inc.,
a Taiwan Corporation
"World Info. - China"
By:
-----------------------------------------
Name:
Title:
World Information Technology, Inc.,
a Nevada Corporation
"WRLT"
By:
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Name:
Title:
Cloud Technology Co., LTD
"Cloud"
By:
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Name:
Title:
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