EXHIBIT 2.1
ACQUISITION AGREEMENT
Party A: XX Xxxxxxxxx Group
Address: 000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx, XXX,
Zip code: 90017
Telephone: 000-000-0000
Party B: Hyundai MultiCAV Computer Shanghai Co., LTD.
Address: Xx. 0000 Xxxx Xxx Xxxx, Xxxxxxxx, Xxxxx
Telephone: 00-00-0000-0000-00
XX Xxxxxxxxx Group (herein referred to as "Party A"), Hyundai MultiCAV
Computer Shanghai Co., LTD., (herein refereed to as "Party B"), based on the
principles of freewill, equality and honesty, signed this Acquisition Agreement
on April 5, 2004.
One The two parties in this Agreement agree to that Party A
shall issue 51 million shares of the common stock of XX
Xxxxxxxxx Group, to acquire all of the capital stock owned
by the entire shareholder-body of Party B, including all of
the capital stock of Party B's wholly owned subsidiary,
Hyundai MultiCAV Binzhou Co., Ltd. Thereafter, Party A will
have a total of 92,500,000 shares of common stock issued and
outstanding (including 41.5 million shares outstanding prior
to this agreement and 51 million shares to be issued), its
main shareholders are stated below, (shareholders who own
more than 5%)
Xxxxxxx Xxxxx 33 Million shares 35.68%
Hyundai MultiCAV Computer Shanghai Co., Ltd. 51 million
shares Upon completion of this acquisition of Hyundai
MultiCAV Computer Shanghai Co., Ltd., all of its original
shareholders combined will own 55.13%.
Party A agrees that upon the completion of the required
audits and due diligences of Party B and filings with the
Securities Exchange Commission of the United States, Party A
shall obtain Party B's consent if it plans to issue any
equity within the 200 million authorized common stock (in
addition to the issued and outstanding shares post
acquisition).
Two To ensure the market stability of the public company, Party
B agrees that for the common stock of XX Xxxxxxxxx Group to
be issued, 43 million shares shall be common stock
restricted for one year; 8 million shares shall be
restricted common stock with registration rights two months
after issuance. During the restriction period, except to
conduct transfer, private sales, collateral that are
permitted for restricted stock, Party B shall not conduct
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any trading of this equity on the US stock markets. During
the restriction period, if any shareholder needs to conduct
transfer, private sales, collateral, Party A assures the
completion of necessary procedures relating to the
transfer, private sales and collateral.
Three Party B promises that the total assets of Party B is above
USD$40 million and its total liabilities ratio is below 40%
(as of March 31, 2004); from the signature date of this
agreement, it will strictly abide the US public company's
management rules and financial accounting methods to carry
out the Company's management, financial accounting, business
report, press releases, etc. Strictly control the Company's
asset quality, use its best effort not to decrease asset and
increase liability, shall not maliciously increase
production and operation cost, shall not transfer profits
and increase spending.
Four Party B agree that based on its current management team, it
shall guarantee the stability of its original management
team and important management, technology, production and
sales personnel. All members of the Company's management
team shall be responsible to all shareholders and investors
of the public company, the Company must abide by and comply
with the public company's principles of open, just and
fairness.
Five Party B guarantees to complete all accounting and legal
audit jobs within 75 days from the signature date of this
agreement, ensure Party A to complete necessary filings to
the US SEC within the allowed time period. Party B shall
assemble a work team to ensure the active and initiative
cooperation to establish a direct, efficient communication
with Party A, to complete tasks such as, accounting audit,
restructure, public company filing and financing related
activities on time.
Six Party B agree to fully cooperate and produce satisfactory
investment conditions from the signature date of this
agreement, to ensure Party A's smooth and continuous
negotiation attempts with different types of investment
fund, investment banks, investment company for any type of
Six investment into the Hyundai MultiCAV Computer Shanghai
project.
Seven Both parties mutually agree to produce full, complete and
accurate document and information to the other party upon
request, and assume legal and economical responsibility in
the integrity of information and documents provided.
Eight Unless affected by war, natural disaster, any factor
uncontrollable by human, any other reason to affect the
implementation of this agreement must be mutually agreed by
both parties.
Nine This agreement is written in accordance with the Company Law
of the People's Republic of China.
Ten Both parties, according to its bylaw, shall affix its board
resolution to consent this acquisition agreement as appendix
to this agreement.
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Party A: XX Xxxxxxxxx Group
Representative: /S/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Chairman of XX Xxxxxxxxx Group
Party B: Hyundai MultiCAV Computer Shanghai Co., Ltd.
Representative: /S/ XXXXXXX CO
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Xxxxxxx Co
Chairman of Hyundai MultiCAV Computer Shanghai Co., Ltd.
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