US Listing Agreement
EXHIBIT 10.11
Contract
No.: 020
Party A:
Anhui Xxxxx Educational & Investment Management Corporation (“Party
A”)
Legal
address: Xx. 000 Xxxxxxxx Xxxxx Xxxx, Xxxxx, Xxxxx, The People’s Republic of
China Tel:
00-0000-0000000
Party B:
EastBridge Investment Group Corp (“Party B”), a company incorporated in the
US.
Legal
address: 0000 X. Xxxxxx Xxxxx, Xxxx 00, Xxxxxxxxxx, Xxxxxxx, XXX Tel: 000
000 0000; FAX: 000 000 0000
Article
1—Listing Service
Whereas,
Party A asks Party B to help to list its shares on the main board of NASDAQ or a
US stock market directly. Party A’s definition of the listing is for Party A’s
shares to be publicly listed on the main board of NASDAQ or a US stock market
(IPO) through Party B’s operations.
Article
2—Authority and Preconditions
| 1. | Party B’s authority includes consultations, negotiations involved in the listing, and the handling of relevant formalities; to have Party A listed in the US in any legal manner conforming to US laws and relevant regulations of the US stock markets. | |
| 2. | Party A shall meet the following conditions before Party B agrees to take on this project as stipulated in Article 1 of this agreement: | |
| A. |
Party
A shall provide Party B audited financial reports of year 2006, 2007 and
2006 issued by local certified public accountants.
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|
| B. |
Party
A shall provide Party B with a quarterly financial report (annual
financial report for the fourth quarter) issued by local certified public
accountant on a quarterly basis,
|
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Article
3—Terms and Conditions
Party B
agrees to complete the listing service of Party A within six months after the
successful audit in the US if Party A is able to fulfill the following
conditions:
| 1) | Successful financial audits for 2006, 2007 and 2008 required by the US SEC in accordance with the US GAAS (Generally Accepted Auditing Standard) and GAAP (Generally Accepted Accounting Principles) prior to Party A’s successful listing, | |
| A. | Party A has not lost greater than 20% of its assets for the amount stated in December 2006 & 2007’s financial statements, | |
| B. | For the financial years of 2006 and 2007, Party A is able to realize after-tax profits of at least (RMB 45,000,000 and RMB 50,000,000). Party B understands that such pre-estimated after-tax profits shall be on the basis of current market conditions, not of a guarantee or a commitment. | |
| C. | Party A is free from material law suits or scandals, etc., which are detrimental to the intangible assets of Party A. | |
| D. | Party B shall complete its Business Plan before August 31, 2008 | |
| 2) | Party A agrees the termination date of this agreement is the first day when the shares of Party A are freely traded on US stock market. Party A agrees that by this date of termination, Party B has already successfully completed all the necessary works for the listing of Party A. | |
| 3) | Party B agrees to support the continuation of the party A’s shares free of charge for 3 years after Party A’s shares are freely traded publicly. | |
Article
4—Party A’s Protection of Party B’s Interests
| 1. | Party B agrees to bear the following expenses for the listings of Party A: | |
| A. |
Legal
and consulting expenses;
|
|
| B. |
Expenses
for 2 years of audits required by US SEC;
|
|
| C. |
SEC
application fee, road show (Party A shall bear its own traveling
expenses), PR expenses;
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| D. |
Opening
expenses, stock certificates’ printing expenses and registration
expenses;
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|
| E. | Other fee associated with Party A’ going public in the US |
| 2. | In order to protect Party B’s interest already invested or to be invested, the both Party A and Party B agree to the following conditions demanded by Party B: | |
| A. |
If
for any reason or no reason Party A cannot or does not want to be listed
in the US, Party A agrees not to directly or indirectly list in any manner
of its assets or partial assets in any stock market of the world
within 2
years after termination of this agreement. (If within 2 years after
the termination of this agreement, Party B determines that Party A meets
the requirements to be listed on the US stock exchange and that requested
is made to be listed again as a public company, this agreement shall be
resumed.)
|
Both
parties acknowledge that party A’s assets shall at least consist of the
followings:
| 1. | Anhui Xxxxx Computer Training School | |
| Address: Xxxxx Xxxxxxxx, Xx. 000, Xxxxxxxxx Xxxx, Xxxxx, Xxxxx | ||
| 0. | Hubei Xxxxx Computer Training School | |
| Address: Xx. 00, Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx, Xxxxx, Xxxxx | ||
| 0. | Jiangsu Xxxxx Computer Training School | |
| Address: Xx. 000, Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxx | ||
| 0. | Zhejiang Xxxxx Computer Training School | |
| Address: Xx. 000, Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx | ||
| 0. | Henan Xxxxx Computer School | |
| Address: Xx. 00, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx | ||
| 0. | Fujian Xxxxx Computer Training School | |
| Address: Xxxxxxxx 0, Xx. 000, Xxxxxxx Xxxx, Xxxxxx, Xxxxxx | ||
| 0. | Laoning Xxxxx Computer Training School | |
| Xx. 000, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx | ||
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| B. | Party A confirms that on the date of execution this agreement by both parties, Party A’s ownership of shares should be: |
| 1. | Party A shall have a stock ownership of 83% of the total number of shares; | |
| 2. | EastBridge Investment Group Corp shall have a stock ownership of 17% of the total number of shares. | |
| C. |
After
the execution of this agreement, Party A shall not, without written
consent of Party B, change its stock equity
structure.
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|
| D. |
Party
A agrees to grant one seat of its board of directors to Party
B.
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|
| E. |
Before
Party A is listed on the exchange, Party B has no right to receive Party
A’s profits or dividends of any
kind
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Article
5—Timely Report
Both
Parties shall be liable for notifying the other party on a timely manner
regarding the progress or change of the listing.
Article
6— Listing fees and Method of Payment
| 1) | Party A agrees to sell 17% of its shares for one USD to Party B at the time of the execution of this agreement as the sole compensation for Party B’s listing service. And Party B agrees to accept such. Board of Directors of Party A shall provide Party B with a resolution regarding the transfer of sale of 17% stock ownership to Party B. | |
Article
7—Stock Transfer
Party B
shall not, prior to the SEC’s approval of the listing of Party A’s stock,
transfer to any third party of Party A’s shares held by Party B in any manner,
at any location, or for any reason.
Article
8— Treatment of stock for Failure or Delay of Listing
If for
any reason or no reason Party A cannot or does not want to be listed in the US
after this Listing Agreement becomes effective, unless such delay is consented
by Party A in writing, then Party B shall have the right to request Party B, and
Party B shall definitely agree, within 5 days of the expiration of this
agreement and any
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written extension of this agreement, to sell Party A’s shares back
to Party B for a total value of one RMB.
Article
9—Consent to Invitation
Prior to
the listing, in order for Party B to make effective presentations of Party A to
the US investors and the stock market, Party A agrees to invite Party B to
attend its board meetings and senior management meetings to have knowledge of
its daily business operations.
Article
10—Confidentiality
Party A
and Party B have obligations to maintain the confidentiality of the business
secret of the other party and shall not be passed on to any third
parties. Party B, as a publicly traded company in the US, has the
right and obligation to file this agreement to the US SEC.
Article
11—Applicable Law
The
execution and interpretation of this agreement shall be governed by the laws of
the People’s Republic of China.
Article
12—Dispute Resolution
For all
disputes and differences relevant hereto or arising from performance hereof,
both Parties shall first try to settle them through friendly negotiations. If no
agreement is reached within 30 days as of the date of the dispute, either party
may submit the dispute to Beijing International Arbitration Commission for
arbitration in accordance with then applicable arbitration rules at the time.
The arbitration award shall be final, and legally binding to both
parties.
Article
13 Entire agreement
This
Agreement shall be the final and complete contract between the Parties, and
shall supersede all previous agreements between the Parties, oral or
written.
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Article
14—Miscellaneous
| 1. | If this agreement has versions of more than one language, the Chinese version shall govern in case of dispute or inconsistencies. | |
Article
15—Effectiveness and Modification
This
agreement shall become effective on the date when it is signed by both parties.
The Parties may modify or supplement this agreement in writing, and written
modifications or supplementations to this agreement signed by both parties shall
be an integral part of this agreement, and shall have the same legal effect as
this Contract.
Article
16—Duplicates
This
agreement shall have one form, 4 copies, with each party holding 2 copies with
the same legal effect.
| Party A (signature and seal): | Party B (signature and seal): |
| Authorized representative name, | Authorized representative name, |
| signature and title: | signature and title: |
| Xie, Chungui, Chairman (Signed) | Xxxxx Xxxx, Chairman (Signed) |
| Date: April 12th, 2008 | Date April 12th, 2008 |
Appendixes:
Resolution
issued to Party B by Board of Directors of Party A regarding the transfer stock
ownership;
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Board of
Directors of Anhui Xxxxx Educational & Investment Management
Corporation
Legal
Address: Xx. 000, Xxxxx Xxxxx, Xxxxx, Xxxxx, Xxxxx
Board
Resolution on April 12, 2008
Whereas
the Company’s listing on the US Stock Exchange is beneficial to the company’s
long term financial goals, and that EastBridge Investment Group Corp will
provide our company with necessary services and expert opinions for the listing
of our company on the US market, the Board of Directors agree to sell 17% of the
company’s shares to EastBridge Investment Group Corp (hereafter EastBridge) for
the consideration of USD$1. Nevertheless, should EastBridge not able
to follow the listing time frame agreed on the executed listing agreement signed
by our company and EastBridge, EastBridge shall sell the 17% of the shares of
our company back to us for a consideration of 1RMB. Before our
company’s formal listing on the US stock exchange, EastBridge shall not be
entitled to any of the profits, dividends, bonuses, voting rights or director’s
voting rights.
Anhui
Xxxxx Educational & Investment Management Corporation (Sealed, and
signed)
Date of
Signature: April 12, 2008
Signatures
of Other Directors
Director Name Date
of Signature April 12, 2008
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