Exhibit 10.74 The Share Swap Agreement
THE AGREEMENT OF SHARE SWAP
This Agreement of Share Swap (hereinafter referred to as "The Agreement") is
signed by and between MyWeb Xxx.xxx (AMEX: MWB) (hereinafter referred to as
"Party A") and Xx. Xxxxx Xxxxxxx & Xxxx Xx Xxx (hereinafter referred to as
"Party B" as a whole) on the 15th day of August 2001 in Beijing.
Definition:
1. MyWeb Xxx.xxx (AMEX:MWB) is a company registered in the United States, with
operational and representative offices in China, Malaysia and Singapore.
MyWeb Xxx.xxx is publicly listed in NASDAQ-AMEX with "MWB" as its symbol.
2. Xx. Xxxxx Guoping is a citizen of PRC, with ID number of ; Xxxx Xx Xxx is a
citizen of PRC, with ID number of . Party B consists of the two
individuals. Xxxxx Xxxxxxx is authorized to sign any related documents on
behalf of Party B unless otherwise stipulated in The Agreement.
3. Before the share swap, Beijing BiaoQi Culture Spreading Co. Ltd. [register
code: 1101081503732C1-1] is an enterprise controlled by Party B established
in accordance with the laws of PRC in Beijing; Beijing New BiaoQi
Advertisement Co. Ltd. [register code: 1101082164815C1-1] is an enterprise
controlled by Beijing BiaoQi Culture Spreading Co. Ltd. registered in
Beijing. Beijing BiaoQi Culture spreading Co. Ltd. & Beijing New BiaoQi
Advertisement Co. Ltd. are referred to as " The Companies" hereinafter.
4. In essence, MyWeb Xxx.xxx will be acquiring 51% of both Beijing BiaoQi
Culture Spreading Co. Ltd and Beijing New BiaoQi Advertisement Co. Ltd
through Xx. Xxxxx Xxxxxxx and Xxxx Xx Xxx who together owns over 90% of the
above two companies.
Share Swap
1.1 After due diligence and necessary auditing of financial records provided by
Party B & business status of The Companies, Party A agrees to acquire 51%
shares of The Companies held by Party B with 740,000 common stocks of Party
A for exchange. The quantity of Party A's shares for acquiring The
Companies is calculated by the equation:.
1.2 Party B agrees to give up 51% shares of The Companies for 740,000 common
stocks of Party A.
1.3 Within 90 days after Party A completing auditing and due diligence of The
Companies or as soon as legal documentation is completed, Party A shall
complete the issue of 740,000 common stocks to Party B's ownership to
accomplish the share swap (hereinafter referred to as "Accomplishment of
Share Swap")
1.4 After Accomplishment of Share Swap, The Companies will be reformed to Joint
Ventures controlled by Party A in accordance with related laws and
regulations of PRC.
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1.5 Party A shall not dispose the equities and profits of The Companies for the
period of one year after the completion of the Share Swap. Party B shall
not dispose any of the 740,000 shares of Party A for the period of 1 year
after the accomplishment of the Share Swap.
1.6 The Companies shall submit financial statements and forms to Party A or
professional companies assigned by party A according to Party A's
requirements on time, and Party A shall consolidate Party B's performance
into its financial statements and reports to SEC.
II Management of The Companies after Accomplishment of Share Swap
2.1 Party A agrees to keep the present management team of The Companies the way
it is within one year after Accomplishment of Share Swap. But it is
applicable that necessary new members are added into the management team as
the development of The Companies' business. The Chief Executive Officer and
The Chief Financial Officer shall be appointed by the Board of Directors.
2.2 Since Party B plays an important role in management team of The Companies,
Party B guarantees that :
a. Party B shall lead and operate The Companies after Accomplishment of
Share Swap;
b. Party B guarantees that for 3 consecutive years (i.e. 2002, 2003 and
2004) after Accomplishment of Share Swap, annual revenue of The
Companies will be at least with profit before tax not lower than ,
unless Party B is replaced from the present position of management
team by BOD of The Companies.
2.3 After Accomplishment of Share Swap, new BOD members will be appointed in
The Companies: The new BOD of The Companies shall have 3-5 members with 2-3
from Party A, 1-2 from Party B and the Chairman of the Board shall be
assigned by Party A.
2.4 Party A, being the Parent Company of The Companies after the Completion of
the share swap, shall have access to the usage of funds available in The
Companies after a period of 12 months after the completion of the share
swap. These funds shall be used for the operations of MyWeb Xxx.xxx in
order to maintain the listing status of MyWeb Xxx.xxx.
III. Option of Party A
3.1 After Accomplishment of Share Swap, if The Companies fail to achieve the
goal stipulated in Clause 2.2, and BOD of The Companies could not accept
the achievement of The Companies, Party A and Party B agrees that Party A
shall have the following option within one year after the financial
statements of The Companies are audited:
Party A has the option to buy back common stocks of Party A held by Party B
at USD0.10 per share.
IV. Any modification or supplement to The Agreement shall be made by formal
written documents signed by Party A and all members of Party B, and the
modification and supplement become intangible parts of The Agreement.
V. If any party could not fulfill its commitments stipulated in The Agreement
within an agreed period, the other party has the right to terminate The
Agreement.
VI. Both Parties shall not divulge details of The Agreement to the third party,
unless mandated by related laws, regulations or any requirements from such
as the Stock Exchange, securities commission or other regulatory bodies.
VII. The Agreement has six original documents with 3 in Chinese and 3 in
English. And the articles in both languages are equally authentic and
effective. Each party has at least one original documents in both
languages.
Party A: /s/ Xxxxxx Xx Party B: /s/ Xxxxxxx Xxxxx
------------- -------------------
Director /s/ Xxx Xx
MyWeb Xxx.xxx -----------
Beijing New BiaoQi Advertisement Co. Ltd.
Beijing BiaoQi Culture Spreading Co. Ltd.
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