EQUITY PURCHASE AGREEMENT
Exhibit 99.1
Translation
Copy
PARTIES
OF THIS AGREEMENT:
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Party
A:
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Wen
Ge Ren
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Address:
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Xx.
00-0 Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxx, Zip code:
100041
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Nationality:
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People’s
Republic of China
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Party
B:
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American
Metal & Technology, Inc.
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Address:
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000
X. 0xx
Xxxxxx, 00xx
Xxxxx, Xxx Xxxxxxx, XX 00000
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Legal
Representative:
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Chen
Gao
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Party A
is a shareholder of 5% ownership of Beijing Xxxx Xxxx Xxxx Xxxx Technology Co.,
Ltd. (the “Company”) with Business License Number: 1101061345177
(1-1). Party A wishes to sell its ownership in the Company to Party
B, and Party B wishes to purchase from Party A. All Parties of this
Equity Purchase Agreement, based friendly negotiation, reached mutual agreement
on terms and conditions set forth below:
ARTICLE
1 PURCHASE AND SALE
OF EQUITY
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1.
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Party
A wishes to sell its entire ownership, which is 5% interest, in the
Company to Party B, and Party B wishes to purchase from Party A, upon the
terms and conditions set forth herein (the “Company
Equity”).
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2.
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Party
A wishes to sell the agreed ownership as well as the carried interest, the
above ownership has not been granted any rights, including but not limited
to, lien, pledge, third party rights or
interests.
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ARTICLE
2 PURCHASE PRICE AND
CLOSING.
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1.
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Purchase
price. The purchase price for the Company Equity is Three hundred ninety
thousand two hundred ninety-nine dollars ($390,299) in cash and equity
payable upon the Closing. Of which, Party A agrees to receive a cash
consideration of Ninety-two thousand five hundred sixty-six dollars and
forty-six cents ($92,566.46) or RMB 629,451.91 at an exchange rate of 6.8
RMB equals to one dollar; and to receive the remainder portion of
$297,732.57 dollars, in restricted common stock of Party A at a price per
share amount equal to 75% of the average of the closing bid price of the
Company’s common stock for the five-day trading period commencing on
September 18, 2008.
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2.
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Closing.
Within sixty days from the date of signature, Party B shall deliver to the
Party A cash consideration and duly executed share certificates
representing the underlying shares stated in 2.1 in the name of the Party
A.
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ARTICLE
3 REPRESENTATION AND
WARRANTIES OF THE PARTY A.
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1.
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Party
A is the beneficial owner, and has sole power to vote and dispose, of the
Company Equity and such Company Equity is owned beneficially by Party
A.
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2.
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Party
A has fulfilled its obligations in the payment of its portion of the
Company’s registered capital.
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1
Translation
Copy
ARTICLE
4 REPRESENTATION AND
WARRANTIES OF PARTY B.
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1.
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Party
B will undertake the rights and obligations up to the amount of its
investment.
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2.
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Party
B will abide to the amended bylaws of the
Company.
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ARTICLE
5 LIABILITIES FOR THE
BREACH OF AGREEMENT.
In the
event either Party breaches any representations, warranties, or other terms in
this Agreement, rendering this Agreement impossible to perform in part or in
whole, said Party shall bear liabilities for such breach and shall compensate
all damages (including but not limited to the litigation and attorneys fee)
resulting therefrom. In the event that each party breaches this Agreement, each
Party shall, according to the actual situation, bear its respective
liability.
ARTICLE
6 NOTICES.
Any
notice or communication between the parties shall be sufficiently given if said
document is written in Chinese and sent by facsimile, certified or registered
mail to the address of the Parties as written in this Agreement.
ARTICLE
7 DISPUTE
RESOLUTION.
Any
dispute caused by or related to this Agreement, each party shall, first, resolve
the dispute by friendly negotiation. In the event of failure to negotiate, the
Parties agree to arbitration, and hereby designate the China international
economic and trade arbitration commission as properly having venue for enter
judgment. The parties agree, further, that such judgment is final and binding to
both parties; furthermore, the prevailing party in any such arbitration as
determined by the arbitrator shall be entitled to such costs and attorney’s
fees, if any.
ARTICLE
8 APPLICABLE
LAW.
The
methods to conclude, effect, exercise, interpretation, breach of duty,
dispute are all applicable under law of People’s Republic of China.
ARTICLE
9 Miscellaneous
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1.
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The
Parties shall execute 3 originals of this agreement in
Beijing.
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2.
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Both
Parties shall assist the Company to complete share transfer procedure and
process appropriate filings with government agencies in accordance with
the Corporate Law of People’s Republic of
China.
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2
Translation
Copy
| Party A: | Wen Ge Ren | ||||
| Signature: |
/s/ Wen Ge Ren
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| Date: |
September
22, 2008
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| Party B: | American Metal & Technology, Inc. | ||||
| Signature: | /s/ Chen Gao | ||||
| Date: | September 22, 2008 | ||||
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