Exhibit 2
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT, made as of this __day of June, 2004, by and between Xxxx X. Xxxx
(Xxxx) and Xxxxxx Xxxxxxxxx (Xxxxxxxxx) with offices at 000 Xxxxxxx Xxxxxx, 00xx
xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereafter collectively the "Sellers"); Rich
Holdings Group, Inc. a Nevada Corporation with offices at 000 Xxxxxxx Xxxxxx,
00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Rich") and shareholders of China South
Valve, Manufacturing Company, a Republic of China Corporation, (Buyers)
c/o___________________
WHEREAS Sellers own in the aggregate 2,190,000 restricted shares of common
stock of Rich, (the "Shares")(constituting approximately 96.9%) out of a total
of 2,260,000 shares issued and outstanding.
WHEREAS Sellers wish to sell to Buyers and Buyers wish to purchase from
Sellers 1,890,000 of the Shares constituting approximately 83.6% of the issued
and outstanding shares of Rich as set forth in Schedule A hereto and
WHEREAS Buyers and Sellers have heretofore entered into a Letter of Intent
for the purchase of the Shares pursuant to which Letter of Intent Buyers have
paid the sum of $10,000 to Sellers':
NOW THEREFORE, In consideration of the mutual promises covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
1.01 Sale of Shares. Subject to the terms and conditions of this Agreement,
the Sellers agree to sell and Buyers agree to purchase, 1,890,000 Shares of Rich
common stock (1,210,000 shares from Rice and 680,000 shares from Xxxxxxxxx, for
a total Purchase Price of $150,000.00 (the "Purchase Price").
1.02 Payment. Sellers acknowledge payment of an initial deposit of $10,000
towards the Purchase Price. The remaining balance of the Purchase Price of
$140,000 will be paid to the escrow account of Sellers' attorney, Xxxxxx X.
Xxxxxxx to be held pending closing and transfer of the Shares to Buyers.
1.03 Sellers shall deliver their Rich Shares to Xxxxxx X. Xxxxxxx as Escrow
Agent which shares shall be dully endorsed for transfer with signature medallion
guaranteed. Escrow Agent shall hold the Shares pending receipt of the balance of
the Purchase Price and upon receipt thereof shall cause the Shares to be
delivered to Rich's transfer agent for distribution among the various Buyer's as
provided in Schedule A hereto. Upon transmittal of the Shares to the respective
Buyer's, Escrow Agent shall remit the Purchase Price to Sellers.
1.04 Buyers acknowledge and agrees that the $10,000 deposit heretofore made
is non-refundable.
1.05. Rich's Shares are being sold to Buyers in reliance upon Buyers
representations that upon Buyers' assuming control of Rich by virtue of the
purchase of the Shares pursuant to this Agreement, Buyers will cause the sale of
not less than 100% of the stock of China South, to Rich in transaction pursuant
to which China South will become a wholly owned subsidiary of Rich.
1.06 As promptly as possible following the closing of the purchase of
the Shares hereunder, Buyers will execute a stock purchase agreement between
Rich and the controlling shareholders of China South pursuant to which China
South will become a wholly owned subsidiary of Rich.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Of Sellers & Rich
The Sellers and Rich, individually, jointly and severally, represent and
warrant to Buyers as following:
2.01 Organization and Standing. Rich is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, is
qualified to do business as a foreign corporation in every jurisdiction in which
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such qualification is required, and has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business.
2.02 Capitalization. As of the date hereof, and as of the Closing Date, the
entire authorized capital stock of Rich consists of 20,000,000 shares of common
stock, par value $.001 per share, of which 2,260,000 shares are issued and
outstanding. All of the issued and outstanding shares of Rich common stock have
been duly authorized and are validly issued, fully paid, and nonassessable and
have been issued free of preemptive rights of any security holder. Except as
provided by this Agreement, there are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require Rich to issue,
sell, or otherwise cause to become outstanding any of its capital stock. There
are no outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to Rich.
2.03 Authorization of Transaction. The Shareholders and Rich have full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of Rich, enforceable in accordance with its terms and conditions.
Rich need not give any notice to, make any filings with, or obtain any
authorization, consent, or approval of any government or governmental agency, in
order to consummate the transactions contemplated by this Agreement, other than
(i) filings that may be required or permitted under states securities law, the
Act and/or the Exchange Act resulting from the issuance of the Rich Shares.
2.04 Noncontravention. Neither the execution and the delivery of this
Agreement nor the consummation of the transactions contemplated hereby, will (A)
violate any constitution, statute, regulation, rule, injunction, judgment, order
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Rich is subject or any provision of its charter or
bylaws or (B) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which Rich is a
party or by which it is bound or to which any of its assets is subject.
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2.04 Material Agreements. Rich is not a party to or bound by any:
(i) employment, advisory or consulting contract;
(ii) plan providing for employee benefits of any nature;
(iii) lease with respect to any property or equipment;
(iv) contract, agreement, understanding or commitment for any future
expenditure in excess of $1,000 in the aggregate;
(v) contract or commitment pursuant to which it has assumed, guaranteed,
endorsed, or otherwise become liable for any obligation of any other
person, firm or organization;
(vi) agreement with any person relating to the dividend, purchase or sale
of securities, that has not been settled by the delivery or payment of
securities when due, and which remains unsettled upon the date of the
Agreement.
2.05 Taxes. Rich has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on such returns. All of such
returns are true and complete.
2.06 Absence of Liabilities. As of the Closing date, Rich will have no
liabilities (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated and whether due or to become due, including any liability for
taxes, except for the costs, including legal and accounting fees and other
expenses, in connection with this transaction for which Rich agrees to be
responsible, and to pay in full at or prior to the Closing.
2.07 No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting Rich, or against any of Rich's officers or directors and
arising out of their operation of Rich. Rich has been in compliance with, and
has not received notice of violation of any law, ordinance or regulation of any
kind whatever, including, but not limited to, the Act, the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") the rules and regulations of the
SEC, or the securities laws and regulations of any state. Rich is not an
"investment company" as such term is defined by the Investment Company Act of
1940, as amended.
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2.08 Corporate Records. All of Rich's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation.
2.09 Filings with the SEC; Financial Statements. Rich has made all filings
with the SEC that it has been required to make under the Act and the Exchange
Act (such reports, together with Rich's Registration Statement on Form 10-SB, as
amended from time to time, are hereinafter collectively referred to as the
"Public Reports"). Each of the Public Reports has complied with the Act and the
Exchange Act, as the case may be, in all material respects. None of the Public
Reports, as of their respective dates, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. Rich's Form 10-SB, at the time it became effective under
the Exchange Act, did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. The financial statements (including the notes thereto) included in
the Public Reports have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby and present fairly the
financial condition of Rich as of such dates and the results of operations of
Rich for such periods; provided, however, that the financial statements for all
interim periods are subject to normal year-end adjustments and lack footnotes
and other presentation items.
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ARTICLE III
SELLERS WARRANTS
3.01 Simultaneously with closing Buyer shall cause Rich to issue and
deliver to Seller (in proportion to their respective shareholdings) Warrants to
purchase at par value per share such sufficient number of shares of Rich common
stock so that if fully exercised by Sellers, they will own in the aggregate 5%
of the issued and outstanding share of Rich. The Warrants shall expire two (2)
years after closing and shall contain antidilution provisions for such period.
3.02 The provisions of this Article shall survive Closing and shall be
binding upon and inure to the benefit of Buyers and Sellers and their respective
successors and assigns.
ARTICLE IV
Notices
4.01 All notices and other communications given or made pursuant hereto
shall be sent by personal delivery, certified mail, return-receipt requested or
by reputable overnight courier next day delivery, and shall be deemed to have
been duly given or made as of the date delivered, if delivered personally, or
upon receipt if delivered by certified mail or overnight courier to the parties
at the addresses set forth in the preamble to this Agreement (or at such other
address for a party as shall be specified by like changes of address)
ARTICLE V
Miscellaneous Provisions
5.01 This Agreement is the entire agreement between the parties in respect of
the subject matter hereof, and there are no other agreements, written or oral,
nor may this Agreement be modified except in writing and executed by all of the
parties hereto. The failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
ARTICLE VI
Closing
6.01 The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at on or before July 15, 2004 or such other date as
the parties hereto shall agree upon. At the Closing, all of the documents and
items referred to herein shall be exchanged.
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ARTICLE VII
Governing Law
7.01 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York and the parties herein consent to
jurisdiction in the appropriate State or Federal Court in New York City, New
York State.
ARTICLE VIII
Counterparts
8.01 This Agreement may be executed in duplicate facsimile counterparts,
each of which shall be deemed an original and together shall constitute one and
the same binding Agreement, with one counterpart being delivered to each party
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.
SELLERS
--------------------------
Xxxx X. Xxxx, III
---------------------
Xxxxxx X. Xxxxxxxxx
--------------------- ------------------------
Buyer Buyer
--------------------- ------------------------
Buyer Buyer
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SCHEDULE A
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Buyers
NAME NO. OF RICH SHARES
---- BEING PURCHASED
---------------
South Investment Group Co., Ltd 937,712
Xxxx Xxx Hui 227,600
Chen Bai Xun 145,664
Liu Xxxxx Xx 145,664
Xxxx Xxxx Feng 91,040
Xx Xx Song 36,416
Xxxxx Xx Cun 36,416
Zheng Xxxx Xx 36,416
Xxx Xxx Li 36,416
Xxxxx Man Xi 36,416
Chen Kong Bin 36,416
Xxx Xx Xxx 36,416
Ye Xxxxx Xxxx 18,208
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