AGREEMENT OF ACQUISITION
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This agreement among Asia Electronics Holding Co. Inc., Xianyang Pianzhuan
Group, and Tomei Trading Co. Ltd., based on mutual trust and mutual benefit. The
content of this agreement is described below:
1. Intent.
(1). Xianyang Pianzhuan Group agrees to sell 45% of its interest in Yantai
Daewoo Electronics Co. Ltd. to Asia Electronics Holding Co. Inc. at the price of
US$2,232,630.
(2). Tomei Trading Co. Ltd. agrees to sell 25% interest of Yantai Daewoo
Electronics Co. Ltd. to Asia Electronics Holding Co. Inc. at the price of
US$1,240,350.
(3). Asia Electronics Holding Co. Ltd. obliged itself to pay to Xianyang
Pianzhuan Group and Tomei Trading Co. Ltd. the amount agreed above respectively
within one year from the effectiveness of the Agreement.
(4). As a result of the acquisition, Asia Electronics Holding Co. Inc. will own
70% interest of Yantai Daewoo Electronics Co. Ltd., Gold Industrial Co. Ltd.
owns 20% interest and Daewoo owns 10%.
2. Effective Date. This agreement is effective on December 28, 1996. The
parties will complete the transfer process within one month since the
effectiveness of the agreement.
3. Termination. This agreement may be terminated with 60-day written notice
and based on mutual consent by both parties. If any transaction that was started
prior to termination occurs within 24 months after termination then the
Agreement remains in effect for that transaction. In the event that the nature
of this Agreement needs substantial changes, the Agreement, upon the request of
either party, can be modified.
If the above conform with your understanding, kindly confirm your acceptance and
agreement by signing and returning the enclosed copy of this letter of agreement
to the undersigned, whereupon this letter agreement and each counterpart hereof
will constitute a binding agreement between the parties hereto.
XIANYANG PIANZHUANG GROUP CO.
By: __________________________________
ASIA ELECTRONICS HOLDING CO. INC.
By: ___________________________________
TOMEI TRADING CO. LTD.
By: ___________________________________
December 28, 1995
