STOCK PURCHASE AGREEMENT
Exhibit
10.1
by and
among
Linkwell
Corporation
(Parent
Company of Linkwell Tech Group, Inc.)
Linkwell
Tech Group, Inc.
(Parent
Company of Shanghai Likang Disinfectant Hi-Tech Co.,Ltd)
Shanghai
Likang Disinfectant Hi-Tech Co.,Ltd
(Acquiror)
Inner
Mongolia Wuhai Chengtian Chemical Co., Ltd.
(Acquiree)
and the
seller
Xxxxxxx Xx
(35%
Shareholder of Inner
Mongolia Wuhai Tianchneg Chemical Co., Ltd.)
December 21,
2009
THIS
STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this 21th
day of December, 2009, by and among Linkwell Corporation, a Florida
corporation ("Linkwell"), Linkwell Tech Group, Inc., a Florida corporation
and wholly-owned subsidiary of Linkwell ("Linkwell Tech"), Shanghai Likang
Disinfectant Hi-Tech Co.,Ltd, a Chinese company and wholly owned subsidiary of
Linkwell Tech(“Likang Disinfectant”) , Inner Mongolia Wuhai Chengtian
chemical co.,Ltd., a Chinese company ("Wuhai Chengtian" or the "Company"),
and Xxxxxxx Xx, an individual, who owns a 35% equity interest in Wuhai
Chengtian (hereinafter shall be referred to as the
"Shareholder").
RECITALS:
A. Xxxxxxx
Xx owns 35% of the issued and outstanding shares of the capital stock
of Wuhai Chengtian.
B. Likang
Disinfectant is willing to acquire 35% of the issued
and outstanding capital stock of Wuhai Chengtian, making Wuhai
Chengtian a subsidiary of Likang Disinfectant, and
the Shareholder desires to exchange 35% of the shares of Wuhai
Chengtian capital stock for ￥3,150,000 RMB and
4,000,000 restricted shares of
Linkwell Corporation authorized but
unissued shares of Common Stock as hereinafter
provided.
C. Wuhai
Chengtian is doing business in China and related territories
with an address of Xx. 0000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
000000.
D. It
is the intention of the parties hereto
that: (i) Likang Disinfectant
shall acquire 35% of
the issued and outstanding capital stock of Wuhai
Chengtian in exchange for￥3,150,000 RMB and
4,000,000 restricted shares of Linkwell Corporation authorized but
unissued Common Stock as set forth below (the "Exchange");
and (ii) the Exchange is intended to qualify as a transaction in
securities exempt from registration or qualification under
the Securities Act of 1933, as amended, (the "Act") and under
the applicable securities laws of the state or jurisdiction where the
Shareholder resides.
NOW,
THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties contained in this Agreement, the
parties hereto agree as follows:
SECTION
1. EXCHANGE OF SHARES
1.1
Exchange of Shares. Wuhai Chengtian and the Shareholder hereby agree that
the Shareholder shall, on December 21, 2009 (the “Closing Date”), exchange
35% of his issued and outstanding shares of the capital stock of Wuhai
Chengtian (the “Wuhai Chengtian Shares”) for ￥3,150,000 RMB and
4,000,000 newly issued shares of Linkwell Common Stock, $.001 par
value (the "Linkwell Shares").
1.2
Delivery of Shares. On the Closing Date, the Shareholder will deliver to
Likang Disinfectant the certificates representing the Wuhai
Chengtian Shares, duly endorsed (or with executed stock powers) so as to
make Likang Disinfectant the 35% owner of Wuhai Chengtian and Likang
Disinfectant shall deliver to the Shareholder or its nominee the Linkwell
Shares.
1.3
Investment Intent. The 4,000,000 newly issued shares of Linkwell common
stock have not been registered under the Securities Act of 1933,
as amended, (the “Act”) and may not be resold unless the Linkwell Shares
are registered under the Act or an exemption from such registration is
available. The Shareholder represents and warrants that he
is acquiring the Linkwell Shares for their own account, for
investment, and not with a view to the sale or distribution of such Shares.
Each certificate representing the Linkwell Shares will have a
legend thereon incorporating language as follows:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares have been acquired
for investment and may not be sold or transferred in the absence of an
effective Registration Statement for the shares under the Act unless in the
opinion of counsel satisfactory to Linkwell Corporation, registration is
not required under the Act."
1.4.
Conditions Precedent. Completion of the Exchange shall be conditional upon
(a) Likang Disinfectant completing a review of the financial, trading and
legal position of Wuhai Chengtian; (b) Wuhai Chengtian has obtained all the
necessary consent, authorization and approval from the relevant regulatory
authorities, its board of directors and/or its shareholders;
SECTION
2. REPRESENTATIONS AND WARRANTIES OF WUHAI CHENGTIAN AND THE
SHAREHOLDERS
Wuhai
Chengtian and the Shareholder hereby represent and warrant
as follows:
2.1
Organization and Good Standing; Ownership of Shares. Wuhai Chengtian is a
corporation duly organized, validly existing and in good standing under the
laws of China, and is entitled to own or lease its properties and to carry
on its business as and in the places where such properties are now owned,
leased or operated and such business is now conducted. Wuhai Chengtian is duly
licensed or qualified and in good standing as a Chinese company where the
character of the properties owned by it or the nature of the business
transacted
by it make such licenses or qualifications necessary. There are
no outstanding subscriptions, rights, options, warrants or other
agreements obligating either Wuhai Chengtian or the Shareholders to issue,
sell or transfer any stock or other securities of Wuhai Chengtian. Wuhai
Chengtian does not have any subsidiaries.
2.2
Ownership of Capital Stock. The Shareholder is the beneficial owners
of record and beneficially of 51% of the shares of capital stock of Wuhai
Chengtian, all of which shares are free and clear of all rights,
claims, liens and encumbrances, and have not been sold, pledged, assigned
or otherwise transferred except pursuant to this
Agreement.
2.3
Financial Statements, Books and Records. There has been
previously delivered to Linkwell the unaudited balance sheet of Wuhai
Chengtian as of October 31, 2009 (the "Balance Sheet"). The Balance Sheet is
true and accurate and fairly represents the financial position of Wuhai
Chengtian as at such date, and has been prepared in accordance with
generally accepted accounting principles consistently applied.
2.4 No
Material Adverse Changes. Since the date of the Balance Sheet on
October 31, 2009 there has not been:
(i) any
material adverse change in the assets, operations, condition (financial or
otherwise) or prospective business of Wuhai Chengtian;
(ii) any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of Wuhai
Chengtian, whether or not covered by insurance;
(iii) any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of Wuhai Chengtian capital
stock;
(iv) any
sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by Wuhai Chengtian of any properties or assets;
or
(v)
adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
2.5
Taxes. Wuhai Chengtian has prepared and filed all appropriate tax returns
for all periods prior to and through the date hereof for which any
such returns have been required to be filed by it and has paid all taxes
shown to be due by said returns or on any assessments received by it or has
made adequate provision for the payment thereof.
2.6
Compliance with Laws. Wuhai Chengtian has complied with all state, county
and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if
not complied with, would materially and adversely affect the business of
Wuhai Chengtian.
2.7 No
Breach. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not:
(i)
violate any provision of the Articles of Incorporation or By-Laws of Wuhai
Chengtian;
(ii)
violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract or other agreement
to which Wuhai Chengtian is a party or by or to which it or any of its
assets or properties may be bound or subject;
(iii)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or
binding upon, Wuhai Chengtian, or upon the properties or business of
Wuhai Chengtian; or
(iv)
violate any statute, law or regulation of any jurisdiction applicable to
the transactions contemplated herein which could have a materially adverse
effect on the business or operations of Wuhai Chengtian.
2.8
Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving Wuhai
Chengtian.
2.9
Brokers or Finders. No broker's or finder's fee will be payable by Wuhai
Chengtian in connection with the transactions contemplated by
this Agreement, nor will any such fee be incurred as a result of any
actions by Wuhai Chengtian or the Shareholder.
2.10 Real
Estate. Wuhai Chengtian neither owns real property nor is a party to
any leasehold agreement.
2.11
Tangible Assets. Wuhai Chengtian has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures,
vehicles, structures, owned or leased by Wuhai Chengtian, any related
capitalized items or other tangible property material to the business of
Wuhai Chengtian (the "Tangible Assets"). Wuhai Chengtian holds all rights,
title and interest in all the Tangible Assets owned by it on the Balance
Sheet or acquired by it after the date of the Balance Sheet, free and clear
of all liens, pledges, mortgages, security interests, conditional sales
contracts or any other encumbrances. All of the Tangible Assets are in good
operating condition and repair taking into account the age of the tangible
assets and subject to fair wear and tear, and are usable in the ordinary
course of business of Wuhai Chengtian and conform to all applicable laws,
ordinances and governmental orders, rules and regulations relating to their
construction and operation.
2.12
Liabilities. Wuhai Chengtian does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, known or unknown, fixed or unfixed, liquidated or
unliquidated, secured or unsecured, accrued or absolute, contingent or
otherwise, including, without limitation, any liability on account of
taxes, any other governmental charge or lawsuit (all of the foregoing
collectively defined to as
"Liabilities"),
which were not fully, fairly and adequately reflected on the Balance Sheet.
As of the Closing Date, Wuhai Chengtian will not have any Liabilities,
other than Liabilities fully and adequately reflected on the Balance Sheet,
except for Liabilities incurred in the ordinary course
of business.
2.13
Operations of Wuhai Chengtian. From the date of the Balance Sheet on
October 31, 2009 and through the Closing DateWuhai Chengtian has
not:
(i)
incurred any indebtedness for borrowed money;
(ii)
declared or paid any dividend or declared or made any distribution of any
kind to any shareholder, or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its capital
stock;
(iii)
made any loan or advance to any shareholder, officer, director, employee,
consultant, agent or other representative or made any other loan or advance
otherwise than in the ordinary course of business;
(iv)
except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due
and payable);
(v)
disposed of any assets of Wuhai Chengtian except in the ordinary course of
business;
(vi)
materially increased the annual rate of compensation of any executive
employee of Wuhai Chengtian;
(vii)
increased, terminated, amended or otherwise modified any plan for the
benefit of employees of Wuhai Chengtian;
(viii)
issued any equity securities or rights to acquire such equity securities;
or
(ix)
except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
2.14
Capitalization. Wuhai Chengtian has registered ￥9 million RMB
in capital. Neither Wuhai Chengtian nor the Shareholder has granted, issued
or agreed to grant, issue or make available any warrants, options,
subscription rights or any other commitments of any character relating to
the issued or unissued shares of capital stock of Wuhai Chengtian except
the Exchange pursuant to this Agreement.
2.15 Full
Disclosure. No representation or warranty by Wuhai Chengtian or the Shareholder
in this Agreement or in any document or schedule to be delivered by them
pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished to Wuhai Chengtian pursuant hereto or in
connection with the negotiation, execution or performance of
this Agreement, contains or will contain any untrue statement of a material
fact or omits or will omit to state any fact necessary to make any
statement herein or therein not materially misleading or necessary to a
complete and correct presentation of all material aspects of the businesses
of Wuhai Chengtian.
SECTION
3. REPRESENTATIONS AND WARRANTIES OF Likang Disinfectant
Likang
Disinfectant hereby represents and warrants to Wuhai Chengtian and the
Shareholder as follows:
3.1
Organization and Good Standing. Likang Disinfectant is a corporation,
duly organized, validly existing and in good standing under the laws of
China, and is the wholly owned subsidiary of Linkwell Tech. Linkwell Tech is
entitled to own or lease its properties and to carry on its business as and
in the places where such properties are now owned, leased or operated and
such business is now conducted. Linkwell Tech is qualified to do business
as a foreign corporation in each jurisdiction, if any, in which its
property or business requires such qualification.
3.2 The
Linkwell Shares. The Linkwell Shares to be issued to the Shareholders have
been or will have been duly authorized by all necessary corporate and
stockholder actions and, when so issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and
non-assessable.
3.3
Financial Statements; Books and Records. There has been
previously delivered to Wuhai Chengtian, the audited balance sheet of
Likang Disinfectant as of December 31, 2008 (the "Balance Sheets") and the
related statements of operations for the periods then ended (the "Financial
Statements"). The Financial Statements are true and accurate and fairly
represent the financial position of Likang Disinfectant as at such dates
and the results of its operations for the periods then ended, and have been
prepared in accordance with generally accepted accounting
principles consistently applied.
3.4 No
Material Adverse Changes. Since the date of the Linkwell Balance
Sheet on December 31, 2008, there has not been:
(i) any
material adverse change in the assets, operations, condition (financial or
otherwise) or prospective business of Likang Disinfectant;
(ii) any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of Likang
Disinfectant, whether or not covered by insurance;
(iii) any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of Likang Disinfectant 's capital
stock;
(iv) any
sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by Likang Disinfectant or Linkwell of any properties or
assets; or
(v)
adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
3.5
Taxes. Likang Disinfectant and Linkwell have prepared and filed
all appropriate tax returns for all periods prior to and through the date
hereof for which any such returns have been required to be filed by it and
has paid all taxes shown to be due by said returns or on any assessments
received by it or has made adequate provision for the payment
thereof.
3.6
Compliance with Laws. Likang Disinfectant has complied with all state, county
and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if
not complied with, would materially and adversely affect the business of
Likang Disinfectant.
3.7 No
Breach. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not:
(i)
violate any provision of the Articles of Incorporation or By-Laws of Likang
Disinfectant;
(ii)
violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of
time or both constitute) a default under, any contract or other agreement
to which Likang Disinfectant is a party or by or to which it or any of its
assets or properties may be bound or subject;
(iii)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon,
Likang Disinfectant or upon the properties or business of Likang Disinfectant;
or
(iv)
violate any statute, law or regulation of any jurisdiction applicable to
the transactions contemplated herein which could have a material adverse
effect on the business or operations of Likang Disinfectant.
3.8
Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving Likang
Disinfectant.
3.9
Brokers or Finders. No broker's or finder's fee will be payable by Likang
Disinfectant in connection with the transactions contemplated by
this agreement, nor will any such fee be incurred as a result of any
actions by Likang Disinfectant.
3.10
Assets. Likang Disinfectant has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures,
vehicles, structures, owned or leased by Likang Disinfectant, any related
capitalized items or other tangible property material to the business of
Likang Disinfectant (the "Tangible Assets"). Likang Disinfectant holds all
rights, title and interest in all the Tangible Assets owned by it on the
Balance Sheet or acquired by it after the date of the Balance Sheet, free
and clear of all liens, pledges, mortgages, security interests, conditional
sales contracts or any other encumbrances. All of the Tangible Assets are
in good operating condition and repair taking into account the age of the
tangible assets and subject to fair wear and tear, and are usable in the
ordinary course of business of Likang Disinfectant and conform to
all applicable laws, ordinances and governmental orders, rules and
regulations relating to their construction and operation.
3.11
Liabilities. Likang Disinfectant does not have any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, known or unknown, fixed or unfixed,
liquidated or unliquidated, secured or unsecured, accrued or absolute,
contingent or otherwise, including, without limitation, any liability on
account of taxes, any other governmental charge or lawsuit (all of the
foregoing collectively defined to as "Liabilities"), which were not fully,
fairly and adequately reflected on the Balance Sheet. As of the Closing
Date, Likang Disinfectant will not have any Liabilities, other than
Liabilities fully and adequately reflected on the Likang Disinfectant
Balance Sheet or Linkwell balance sheet dated December 31, 2008, except for
Liabilities incurred in the ordinary course of business.
3.12
Operations of Likang Disinfectant. Except as set forth on Schedule
3.12 hereto, from the date of the Balance Sheet on October 31, 2009 and
through the Closing Date Likang Disinfectant has not:
(i)
incurred any indebtedness for borrowed money;
(ii)
declared or paid any dividend or declared or made any distribution of any
kind to any shareholder, or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its capital
stock;
(iii)
made any loan or advance to any shareholder, officer, director, employee,
consultant, agent or other representative or made any other loan or advance
otherwise than in the ordinary course of business;
(iv)
except in the ordinary course of business, incurred or assumed any
liability (whether or not currently due and payable);
(v)
disposed of any assets of Likang Disinfectant except in the ordinary course
of business;
(vi)
materially increased the annual level of compensation of any executive
employee of Likang Disinfectant;
(vii)
increased, terminated amended or otherwise modified any plan for the
benefit of employees of Likang Disinfectant;
(viii)
issued any equity securities or rights to acquire such equity securities;
or
(ix)
except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
3.13
Authority to Execute and Perform Agreements. Likang Disinfectant has
the full legal right and power and all authority and approval required to
enter into, execute and deliver this Agreement and to perform fully their
obligations hereunder. This Agreement has been duly executed and delivered
and is the valid and binding obligation of Likang Disinfectant, enforceable
in accordance with its terms, except as may be limited by bankruptcy,
moratorium, insolvency or other similar laws generally affecting the
enforcement of creditors' rights. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
the performance by Likang Disinfectant of this Agreement, in accordance
with its respective terms and conditions will not:
(i)
require the approval or consent of any governmental or regulatory body, the
Stockholders of Likang Disinfectant, or the approval or consent of any
other person;
(ii)
conflict with or result in any breach or violation of any of the terms and
conditions of, or constitute (or with any notice or lapse of time or both
would constitute) a default under, any order, judgment or decree applicable
to Likang Disinfectant, or any instrument, contract or other agreement
to which Likang Disinfectant is a party or by or to which Likang
Disinfectant is bound or subject; or
(iii)
result in the creation of any lien or other encumbrance on the assets or
properties of Likang Disinfectant.
3.14
Delivery of Periodic Reports. Likang Disinfectant has provided Wuhai
Chengtian and the Shareholder with Linkwell’s Form 10-K Annual Report for
the fiscal year ended December 31, 2008 and Form 10-Q for the quarterly period
ended September 30, 2009 (the “Periodic Reports”). All reports filed pursuant to
Exchange Act of 1934 as amended are complete and correct in all material
respects. All material contracts relative to LINKWELL are included in the
Periodic Reports. All material contracts and commitments for the provision
or receipt of services or involving any obligation on the part of Likang
Disinfectant are included as exhibits to such periodic reports or are listed
on Schedule 3.14 hereto.
3.15 Full
Disclosure. No representation or warranty by Likang Disinfectant in this
Agreement or in any document or schedule to be delivered by it
pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished to Wuhai Chengtian or the Shareholder pursuant
hereto or in connection with the execution or performance of this Agreement
contains or will contain any untrue statement of a material fact or omits
or will omit to state any fact necessary to make any statement herein or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the business of Likang
Disinfectant.
SECTION
4. COVENANTS
4.1
Corporate Examinations and Investigations. Prior to the Closing Date, the
parties acknowledge that they have been entitled, through their employees
and representatives, to make such investigation of the assets, properties,
business and operations, books, records and financial condition of the
other as they each may reasonably require. No investigation by a
party hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other party
under this Agreement.
4.2
Expenses. Each party hereto agrees to pay its own costs and expenses
incurred in negotiating this Agreement and consummating the transactions
described herein.
4.3
Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required
or desirable to carry out the provisions hereof and the transactions
contemplated hereby.
4.4
Confidentiality. In the event the transactions contemplated by
this Agreement are not consummated, each of the parties hereto agree to
keep confidential any information disclosed to each other in connection
therewith for a period of one (1) year from the date hereof; provided,
however, such obligation shall not apply to information which:
(i) at
the time of disclosure was public knowledge;
(ii)
after the time of disclosure becomes public knowledge (except due to the action
of the receiving party);
(iii) the
receiving party had within its possession at the time of
disclosure.
(iv) the
disclosure of which is required by law, the SEC or other
competent authority; and
(v) which
at the time of disclosure by one party written consents have been obtained
from the other parties.
SECTION
5. CONDITIONS PRECEDENT TO THE OBLIGATION OF WUHAI TIANCHENG TO
CLOSE
The
obligation of Wuhai Chengtian to enter into and complete this Agreement is
subject, at the option of Wuhai Chengtian, to the fulfillment on or prior
to the Closing Date of the following conditions, any one or more of which
may be waived by Wuhai Chengtian in writing.
5.1
Representations and Covenants. The representations and warranties of Wuhai
Chengtian and the Shareholder contained in this Agreement shall be true in
all material respects on and as of the Closing Date. Wuhai Chengtian and the
Shareholder shall have performed and complied in all material respects
with all covenants and agreements required by this Agreement to be
performed or complied with by Wuhai Chengtian and the Shareholder on or
prior to the Closing Date. Wuhai Chengtian and the Shareholder shall have
delivered to Likang Disinfectant, if requested, a certificate, dated the
Closing Date, to the foregoing effect.
5.2
Governmental Permits and Approvals; Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Closing shall have been obtained. The
Board of Directors of Wuhai Chengtian shall have approved the transactions
contemplated by this Agreement and Wuhai Chengtian shall have delivered to
Likang Disinfectant, if requested by Likang Disinfectant, resolutions by
its Board of Directors, certified by the Secretary of Wuhai Chengtian,
authorizing the transactions contemplated by this
Agreement.
5.3
Satisfactory Business Review. Wuhai Chengtian shall have satisfied itself,
after Likang Disinfectant and its representatives have completed the review
of the business of Wuhai Chengtian contemplated by this Agreement,
that none of the information revealed thereby or in the Balance Sheet has
resulted in, or in the reasonable opinion of Likang Disinfectant may result
in, a material adverse change in the assets, properties, business,
operations or condition (financial or otherwise) of Wuhai
Chengtian.
5.4
Certificate of Good Standing. Wuhai Chengtian shall provided to Likang
Disinfectant a certificate of good standing dated 10 business days after
the Closing Date to the effect that Wuhai Chengtian is in good standing
under the laws of its jurisdictions of incorporation.
5.5 Stock
Certificates: At the Closing, the Shareholders will deliver the
certificates representing the Wuhai Chengtian Shares, duly endorsed (or
with executed stock powers).
5.6 Other
Documents. Wuhai Chengtian and the Shareholder shall have delivered such
other documents, instruments and certificates, if any, as are required to
be delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this
Agreement.
SECTION
6. CONDITIONS PRECEDENT TO THE OBLIGATION OF WUHAI CHENGTIAN AND SHAREHOLDER TO
CLOSE
The
obligation of Wuhai Chengtian and the Shareholder to enter into and
complete the agreement is subject, at the option of Wuhai Chengtian and the
Shareholder, to the fulfillment on or prior to the Closing Date of
the following conditions, any one or more of which may be waived in writing
by Likang Disinfectant.
6.1
Representations and Covenants. The representations and warranties of Likang
Disinfectant contained in this Agreement shall be true in all
material respects on the Closing Date. Likang Disinfectant shall have
performed and complied with all covenants and agreements required by the
Agreement to be performed or complied with by Likang Disinfectant on or
prior to the Closing Date. Likang Disinfectant will deliver to Wuhai
Chengtian and the Shareholder, if requested, a certificate, dated the
Closing Date and signed by an executive officer of Likang Disinfectant, to
the foregoing effect within 10 business days after
the closing.
6.2
Governmental Permits and Approvals; Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Agreement shall have been obtained. The
Board of Directors of Likang Disinfectant shall have approved the
transactions contemplated by this Agreement, and Likang Disinfectant will
deliver to Shareholders, if requested, resolutions by their Board of
Directors certified by the Secretary of Likang Disinfectant authorizing the
transactions contemplated by this Agreement within 10 business days
after the closing.
6.3 Third
Party Consents. All consents, permits and approvals from parties to any
contracts, loan agreements or other agreements with Likang Disinfectant which
may be required in connection with the performance by Likang Disinfectant of
their obligations under such contracts or other agreements after the Closing
shall have been obtained.
6.4
Satisfactory Business Review. Wuhai Chengtian and the Shareholder shall
have satisfied themselves, after Wuhai Chengtian, the Shareholder and their
representatives and advisers have completed the review of business of
Likang Disinfectant and the information provided hereby or in
connection herewith, or following any discussions with management or
representatives of Likang Disinfectant that none of the information
revealed thereby has resulted in or in the reasonable opinion of Likang
Disinfectant may result in a material adverse change in the assets,
properties, business, operations or condition (financial or otherwise) of
Likang Disinfectant.
6.5
Litigation. No action, suit or proceeding shall have been instituted before any
court or governmental or regulatory body or instituted or threatened by any
governmental or regulatory body to restrain, modify or prevent the carrying
out of the transactions contemplated hereby or to seek damages or
a discovery order in connection with such transactions, or which has or may
in the reasonable opinion of Wuhai Chengtian and the Shareholder, have a
materially adverse effect on the assets, properties, business, operations
or condition (financial or otherwise) of Linkwell.
6.6
Certificate of Good Standing. Wuhai Chengtian and the Shareholder shall
receive a certificate of good standing within 10 business days after the Closing
Date to the effect that Likang Disinfectant is in good standing under
the laws of its jurisdictions of incorporation.
6.7 Stock
Certificates. At the Closing, the Shareholder shall receive certificates
representing the Linkwell Shares to be received pursuant hereto and subject
to the conditions previously described within 10 business days.
6.8 Other
Documents. Likang Disinfectant shall have delivered such other instruments,
documents and certificates, if any, as are required to be
delivered pursuant to the provisions of this Agreement or which may be
reasonably requested in furtherance of the provisions of this
Agreement.
SECTION
7. INDEMNIFICATION
7.1
Obligation of Likang Disinfectant to Indemnify. Subject to the limitations
on the survival of representations and warranties contained in Section 7.3,
Likang Disinfectant hereby agrees to indemnify, defend and hold harmless
Wuhai Chengtian and the Shareholder from and against any losses,
liabilities, damages, deficiencies, costs or expenses (including interest,
penalties and reasonable attorneys' fees and disbursements) (a "Loss")
based upon, arising out of or otherwise due to any inaccuracy in or any
breach of any representation, warranty, covenant or agreement of Likang
Disinfectant contained in this Agreement or in any document or other
writing delivered pursuant to this Agreement.
7.2
Obligation of Wuhai Chengtian and the Shareholder to Indemnify. Subject to
the limitations on the survival of representations and warranties
contained in Section 7.3, Wuhai Chengtian and the Shareholder agree to
indemnify, defend and hold harmless Likang Disinfectant from and against
any Loss, based upon, arising out of or otherwise due to any inaccuracy in
or any breach of any representation, warranty, covenant or agreement made
by any of them and contained in this Agreement or in any document or other
writing delivered pursuant to thisAgreement.
Section
7.3. Survivability of Representations and Warranties. All of the representations
and warranties included in Sections 2 and 3 hereof shall survive the Closing
Date for a period of eighteen (18) months.
SECTION
8. THE CLOSING
The
Closing shall take place not later than December 21, 2009. At the Closing,
the parties shall provide each other with such documents as may
be necessary or appropriate in order to consummate the transactions
contemplated hereby including evidence of due authorization of the
Agreement and the transactions contemplated hereby.
SECTION
9. MISCELLANEOUS
9.1
Waivers. The waiver of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no
event constitute waiver as to any future breach whether similar or
dissimilar in nature or as to the exercise of any further right under this
Agreement.
9.2
Amendment. This Agreement may be amended or modified only by an instrument
of equal formality signed by the parties or the duly
authorized representatives of the respective parties.
9.3 Assignment. This
Agreement is not assignable except by operation of law.
9.4 Notices. Until
otherwise specified in writing, the mailing addresses of both parties of this
Agreement shall be as follows:
The
Likang Disinfectant
Shanghai
Likang Disinfectant Hi-Tech Co.,Lte
000 Xxxxx
Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx (200436)
The
Shareholder:
Honglin,
Li
WuDa
Industrial Park, Wuhai Inner Mongolia
Inner
Mongolia Wuhai Chengtian chemical co.,Ltd.
WuDa
Industrial Park, Wuhai Inner Mongolia
Any
notice or statement given under this Agreement shall be deemed to have
been given if sent by registered mail addressed to the other party at the
address indicated above or at such other address that shall have been
furnished in writing to the addressor.
9.5
Governing Law. This Agreement shall be construed, and the legal relations
be the parties determined, in accordance with the laws of the State
of Florida, thereby precluding any choice of law rules which may direct
the applicable of the laws of any other jurisdiction.
9.6
Publicity. No publicity release or announcement concerning this Agreement
or the transactions contemplated hereby shall be issued by either party
hereto at any time from the signing hereof without advance approval
in writing of the form and substance thereof by the other party except as
required to stay in compliance with the Linkwell Corporation reporting
obligations under the Securities Exchange Act of 1934.
9.7
Entire Agreement. This Agreement and the collateral agreements executed in
connection with the consummation of the transactions contemplated herein
contain the entire agreement among the parties with respect to the purchase
and issuance of the Biological Shares and the Linkwell Shares and related
transactions, and supersede all prior agreements, written or oral,
with respect thereto.
9.8
Headings. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
9.9
Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or any part thereof.
9.10
Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed, shall constitute an original copy hereof,
but all of which together shall consider but one and the same
document.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the
date
first above written.
|
Linkwell Corporation
|
|
|
By:
/s/ Xxxxxxx Xxxx
|
|
|
Name: Xxxxxxx
Xxxx
|
|
|
Its: Chairman
|
|
|
Linkwell
Tech Group, Inc.
|
|
|
By:
/s/ Xxx Xxxx
|
|
|
Name: Xxx
Xxxx
|
|
|
Its: Director
|
|
|
Shanghai
Likang Disinfectant High-Tech Company, Ltd.
|
|
|
By: /s/
Wensheng Sun
|
|
|
Name:
Wensheng Sun
|
|
|
Its:
Chief Oprating Officer
|
|
|
Shareholder
|
|
|
By:
/s/ Honlin Li
|
|
|
Name:
Xxxxxxx Xx
|
|
|
Inner
Mongolia Wuhai Chengtian chemical co.,Ltd.
|
|
|
By:
/s/ Xxxxxxx Xx
|
|
|
Its:
President
|
