MEMORANDUM OF UNDERSTANDING
Between
PUN LUEN SHOE FACTORY
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And
XXXX XXXXX DEVELOPMENT LIMITED
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This is to confirm that the shareholders of Shenzhen Pun Luen Industrial Co.,
Ltd ("SPL") agrees to sell and Xxxx Xxxxx Development Limited ("TSD") agrees to
purchase 75% of the ownership of "SPL" under the following terms and conditions:
1. "SPL" is a China registered company.
2. "SPL" is in the business of shoes manufacturing.
3. The price
As agreed by both parties, the purchase price of 75% of the ownership
is fixed at C$2,585,495.00.
4. The Management
Both parties agree that TSD will elect two directors to the board and
retain the current management of "SPL" until further notice.
5. The Business
Both parties agree to further develop and expand the current core
business through corporate restructure and acquisition.
6. Payment
Both parties agree that "TSD" will pay by the Tagalder common
shares for the purchase.
The price: C$0.17
Total quantity of shares: 15,208,798 shares
7. Official Approval
This agreement is conditional upon the following official approval:
- Tagalder's Board
- Regulatory Approval
- Tagalder shareholders
8. This Memorandum of understanding is signed on January 10,2001 by:
"Xx. Xx Xxxx Wo Xxxx" "Xx.Xxxxxx Xxxx Xxxx"
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Xxxx Xxxxx Development Limited Pun Luen Industrial Co., Ltd
Date: January 10,2001 Date: January 10, 2001