Exhibit 4.15
Agreement for Share Purchase Between
Ko Ho Group
And
Hongxin Insurance (Guangzhou) Co., Ltd. and All the Shareholders
This Agreement is entered into this day of March, 2007, between Ko Ho Management
Ltd., with an address at Flat A 8/F, Perfect Commercial Building, Xx. 00, Xxxxx
Xxxxxx Xxxx, Xxxx Xxxx (Koho) and Guangzhou Hongxin Insurance Agency Co., of Xx.
000-000 Xxxxxxx Xxxxxxxx, 48 Dezheng Road South, Guangzhou, Guangdong Province,
China 510630 ("Hongxin").
WHEREAS, Koho is an investment holding company engaged in management, marketing
and payment services. It is co-owned by Oxford Investment Holding Inc. (Oxford)
and Invest-Asia (Holding) Limited; and
WHEREAS, Hongxin is an insurance agency selling insurance policies and financial
instruments for most major insurance companies in China It is under license
issued by China Insurance Supervisory Committee to conduct the relevant
business. In addition to established relationship with some major enterprises,
Hongxin has established partnership relationship with some major banks in China
to provide insurance to their cardholders.
Hongxin intends to expand the services network by established branches in other
major cities in Guangdong Province and a telemarketing center to promote further
retail business by capitalizing the relationship with the banks.
WHERAS, Xxxx Xxx Ye (Ye) is the major shareholder of Hongxin and has the
authority to represent all the shareholders.
NOW, THEREFORE, in consideration of the premises, the mutual promises herein and
for other good and valuable consideration, the receipt and sufficiency of which
arc hereby acknowledged, the parties agree as follows:
1. Ye agrees to sell Fifty percent (50%) ownership interest in Hongxin to
Koho under the condition that Koho shall inject RMB Seven Hundred
Fifty Thousand (RMB 750,000) into Hongxin plus 160,000 common shares
of Oxford Investments Holdings Inc. (Oxford) to be issued to persons
as designated by Hongxin and Yc within 30 days from the signing of
this agreement. Koho will inject RMB 300,000 to Hongxin in order to
increase its registered capital to RMB 800,000 within fourteen (14)
days of the signing of this agreement. The balance of RMB 450,000
shall be injected within thirty (30) days when capital increase is
approved by the local authorities.
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2. Ye agrees to be responsible for and settle all liabilities, including
but not limited to intangible liabilities, other than those listed in
the account statement as provided to and accepted by Koho.
3. Upon signing of this agreement, Hongxin shall reform the board of
directors. Each party shall hold two seats. Ye or its designee shall
be appointed as chairman of the board.
4. The general manager and other senior executives shall be as is under
the same prevailing terms and conditions of employment. Future
employment of executives shall be subject to Board approval.
5. Ye shall continue to be responsible for the operations and business of
Hongxin, whereas Koho shall provide marketing and strategic assistance
to improve and enhance the business. Ye shall submit monthly operating
and business progress report to the Board at least once a month.
6. In the case, operation system is required for setting customer loyalty
programs and such operation system is available in house at Oxford,
Koho shall cause Oxford to provide such system.
7. Koho and/or Oxford reserves the rights to dispatch internal audit team
to audit the accounts and affairs of Hongxin with or without notice
not more than once in a quarter. The expenses shall be borne by the
party taking such initiative.
8. Other than the full time executives at Hongxin, Ye and executive; from
Koho shall not draw any salary from Hongxin until the time the board
feels fit. Hongxin shall reimburse Ye and Koho, reasonable travel and
entertainment expenses incurred for the business of Hongxin, based on
submission of expense statement with proper supports.
9. Yc shall ensure that Hongxin follows and abides by all regulatory,
legal and other requirements are followed. Hongxin shall be
responsible for the filing of the changes to the appropriate Chinese
Government authorities. In the case that Koho, being a company
registered in BVI, is not suitable to be a shareholder, Koho will
incorporate a new company under the Companies Ordinance of Hong Kong
to serve the purpose. It is understood that such incorporation shall
take no less than fourteen (14) working days. In the case that foreign
corporations and/or foreigners are not allow to hold 50% of an
insurance agency company, Ye and Hongxin agree to extend to Koho, the
rights to appoint qualified person(s) to hold the Hongxin shares, as
nominee, on its behalf.
10. Ye and Hongxin present executives shall prepare a business plan with
business and cash flow projections and agree to performance goals to
be submitted to Koho within fourteen days from the signing of this
Agreement.
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11. The designated persons to take up the Oxford shares agree that the
Stock acquired hereunder may be sold or transferred only upon
compliance with the o Securities Act of 1933, as amended (the "Act"),
and any other applicable securities law, or pursuant to an exemption
there tram. If deemed necessary by the Company to comply with the Act
or any applicable laws or regulations relating to the sale or issuance
of securities, the Sel1er, at the time of any sale and as a condition
imposed by the Company, shall represent, warrant and agree that the
shares of Stock are being held for investment and not with any present
intention to resell the same and without a view to distribution, and
the Seller shall, upon the request of the Company, execute and deliver
to the Company an agreement to such effect. The Seller acknowledges
that the stock certificate representing Stock will be issued with the
following restricted securities legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE
ABSENCE OF SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN
OPINION OF COUNSEL REASONABLY ACCEPT ABLE TO THE CORPORATION STATING
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
12. Miscellaneous:
a. This Agreement supersedes all prior agreements between the
parties and may not be changed oral1y.
b. The terms and conditions of the Agreement shall be binding upon
the distributees, representatives, successors, and assigns of the
respective parties.
c. This Agreement shall be construed pursuant to the laws of the
Republic of China without regard to conflict of law provisions.
d. This Agreement may be executed in four (4) or more counterparts,
each of which shall be deemed to be an original and all of which
shall constitute a single instrument, and the signature of any
party of any counterpart shall be deemed a signature to any and
may be appended to any other counterpart.
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13. Entire Agreement/Modification
This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated herein and no
representation; promise, inducement, or statement of intention
relating to the transactions contemplated by this Agreement has been
made by any party that is not set forth in the Agreement. This
Agreement shall not be modified or amended except by an instrument in
writing signed by or on behalf of the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement, this__ day of March
2007.
Ko Ho Management Ltd. Hongxin Insurance Agency
(Guangzhou) Co., Ltd.
By:_______________________ By:_________________________
Xxxxxxx Xxxxxxx Ming Wci Ye \ Representing
Director Hongxin and all Shareholders
In the presence of: In the presence of:
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