STOCK PURCHASE AGREEMENT
EXHIBIT 10.1
THIS
STOCK PURCHASE AGREEMENT (the "Agreement") executed this 28th day of
September,
2007 by and among Dragon International Group Corp, a Nevada
Corporation, (hereinafter referred to as “Dragon”), and Wellton
International Fiber Corp., a corporation organized
under the laws of the British Virgin Islands (hereinafter
referred to as the “Company” or “Wellton”), and York
Smooth, Ltd., a
Chinese limited liability company and sole shareholder of Wellton International
Fiber Corp. (the “Shareholder”), and effective October 1,
2007. Dragon, Wellton and Shareholder, together, shall be referred to
as the “Parties” herein.
RECITALS
A.
Dragon owns a 51% equity interest in Wellton. On June 29, 2007 Dragon
acquired a 51% equity interest in Wellton in exchange for an aggregate of
8,186,029 shares of common stock, valued at $573,022 (the "Consideration
Stock"). The 51% equity interest of Wellton was based on the value of
the net tangible assets of Wellton as stated on Wellton’s unaudited
financial statements as of March 31, 2007. The number of shares of
Consideration Stock was computed by dividing the aggregate Purchase Price
by the
closing price of Dragon Nevada's common stock on the
Over-the-Counter-Bulletin-Board on April 23, 2007, which was $.07 per
share.
B. Shareholder
owns a 49% equity interest in Wellton.
C. Net
Tangible Assets of Wellton, as of March 31, 2007 is $1,123,573.
D. Dragon
desires to acquire, in a stock for stock exchange, Shareholder’s 49% equity
interest of Wellton, resulting in Wellton becoming a wholly-owned subsidiary
of
Dragon.
E. Shareholder
desires to exchange its 49% equity interest of Wellton for the consideration
of
7,865,011 Dragon authorized but unissued shares of common stock as provided
in
the Agreement herein.
F. The
Exchange shall qualify as a transaction in securities exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended.
G. Wellton
is doing business in China and related territories with an address
of:
Xxxxx
0000, Xxxx X, Xxx Xxxxxxx Xxxxx,
48
Xing
Yi Rd, Hong Xxxx, Xxxxxxxx, Xxxxx 000000
PHONE:
00-00-0000-0000
FAX:
00-00-0000-0000
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations
and warranties contained in this Agreement, the parties hereto agree as
follows:
SECTION
1. EXCHANGE OF SHARES
1.1 Exchange
of Shares. Dragon and the Shareholder hereby agree that,
effective October 1, 2007, Shareholder shall exchange its 49% equity interest
of
Wellton (the "Wellton Shares") for 7,865,011shares of Dragon Common Stock,
$.001
par value (the "Dragon Shares"), valued at $0.07 per share, the closing trade
price of Dragon on April 23, 2007.
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1.2 Delivery
of Shares. On the Closing Date, as defined in Section 1.4
below, Shareholder will deliver to Dragon the certificates representing the
Wellton Shares, and Dragon will deliver certificates representing
7,865,011 shares of Dragon to Shareholder.
1.3 Investment
Intent. The newly issued shares of Dragon common stock have not
been registered under the Securities Act of 1933, as Amended, and may not
be
resold unless the Dragon Shares are registered under the Act or an exemption
from such registration is available. The Shareholder represents and
warrants that he is acquiring the Dragon Shares for his own account, for
investment, and not with a view to the sale or distribution of such
Shares. Each certificate representing the Dragon Shares will have a
legend thereon incorporating language as follows:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares have been
acquired for investment and may not be sold or transferred in the absence
of an
effective Registration Statement for the shares under the Act unless in the
opinion of counsel satisfactory to the Company, registration is not required
under the Act."
1.4
Closing Date. The closing shall take place
not later than December 1, 2007 (the “Closing Date”). At the closing,
the parties shall provide each other with such documents as may be necessary
or
appropriate in order to consummate the transactions contemplated
herein.
SECTION
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SHAREHOLDER
The
Company and the Shareholder hereby represent and warrant as
follows:
2.1 Organization
and Good Standing; Ownership of Shares. The Company and its
subsidiary are corporations duly organized, validly existing and in good
standing under the laws of the British Virgin Islands, and is entitled to
own or
lease its properties and to carry on its business as and in the places where
such properties are now owned, leased or operated and such business is now
conducted. The Company is duly licensed or qualified and in good
standing as a Chinese company where the character of the properties owned
by it
or the nature of the business transacted by it make such licenses or
qualifications necessary. There are no outstanding subscriptions,
rights, options, warrants or other agreements obligating either the Company
or
the Shareholder to issue, sell or transfer any stock or other securities of
the Company.
2.2
Ownership of Capital Stock. The Shareholder is the beneficial
owner of record and beneficially of all of the shares of capital stock of
the
Company, all of which shares are free and clear of all rights, claims, liens
and
encumbrances, and have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement.
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SECTION
3. REPRESENTATIONS AND WARRANTIES OF
DRAGON
Dragon
hereby represents and warrants to the Company and the Shareholders as
follows:
3.1 Organization
and Good Standing. Dragon is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and
is entitled to own or lease its properties and to carry on its business as
and
in the places where such properties are now owned, leased, or operated and
such
business is now conducted. The authorized capital stock of consists
of 200,000,000 shares of Common Stock (Par Value $0.001), of which 96,363,982
shares are presently issued and outstanding and 25,000,000 shares of
preferred stock, of which none is issued and outstanding. Dragon is duly
licensed or qualified and in good standing as a foreign corporation where
the
character of the properties owned by Dragon or the nature of the business
transacted by it make such license or qualification necessary. Dragon
does have four subsidiaries.
3.2 The
Dragon Shares. The Dragon Shares to be issued to the Shareholder
have been or will have been duly authorized by all necessary corporate and
stockholder actions and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable.
SECTION
4. MISCELLANEOUS
4.1 Waivers. The
waiver of a breach of this Agreement or the failure of any party hereto to
exercise any right under this Agreement shall in no event constitute waiver
as
to any future breach whether similar or dissimilar in nature or as to the
exercise of any further right under this Agreement.
4.2 Amendment. This
Agreement may be amended or modified only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the respective
parties.
4.3 Assignment. This
Agreement is not assignable except by operation of law.
4.4 Notices. Until
otherwise specified in writing, the mailing addresses of both parties of
this
Agreement shall be as follows:
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Dragon:
Xx.
000, Xxxxxxxxx Xxxx, Xxxxxxxx X，
Investment Xxxxxxxxxx
Xxxx Xxxxxxxx
Xxxxxx,
Xxxxx 000000
Tel:
00-000-00000000
Fax:
00-000-00000000）
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Wellton:
Xxxxx
0000, Xxxx X, Xxx Xxxxxxx Xxxxx,
48
Xing Yi Rd, Hong Xxxx, Xxxxxxxx, Xxxxx 000000
PHONE:
00-00-0000-0000
FAX:
00-00-0000-0000
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Any
notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address that shall have been furnished in
writing to the addressor.
4.5 Governing
Law. This Agreement shall be construed, and the legal relations
be the parties determined, in accordance with the laws of the State of Nevada,
thereby precluding any choice of law rules which may direct the applicable
of
the laws of any other jurisdiction.
4.8 Headings. The
headings in this Agreement are for reference purposes only and shall not
in any
way affect the meaning or interpretation of this Agreement.
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4.9 Severability
of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
of this Agreement shall in no way affect the validity or enforcement of any
other provision or any part thereof.
4.10
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original
copy
hereof, but all of which together shall consider but one and the same
document.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
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Dragon
International Group Corp
By:
/s/ Xxxxx Xx
Date
Name: Xxxxx
Xx, CEO and Chairman
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Wellton
International Fiber Corp.
By:
/s/ Kung Xxxx Xxx
Date
Kung
Xxxx Xxx, General Manager
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York
Smooth, Ltd.
By:
____________________________________
Date
NAME
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