STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “Agreement”) made and entered into as of August
31, 2007, between the China Water & Drinks, Inc., a Nevada corporation
located at 00xx
Xxxxx,
Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XxxXxxXxx Xxxx, Shenzen, People’s Republic of China
518001 (the “Buyer”) and Cai Yingren and Xx Xxx, each an individual resident of
China (collectively referred to herein as the “Sellers”). The address of Cai
Yingren is 2/F., 000 Xxx Xxx Xxxxx Xxxx, Xxx Xxx Xxxxxxxx, Xxxxxxxxx, P.R.C,
and
the address of Xx Xxx is 10 Xxxxx Xx Street, Xxxx Xxx Ju Shui Xxxx Xxxx,
Guangzhou, P.R.C.
This
Agreement sets forth the terms and conditions upon which Sellers are selling
to
the Buyer and the Buyer is purchasing from the Sellers the shares listed on
the
signature page of this Agreement (hereinafter referred to as the "Shares")
of
common stock of Xxxxxx Holdings Corporation (the “Company”) in a private stock
sale transaction. The Sellers acquired the shares of the Company in a Share
Exchange Agreement executed between the Company, the Sellers and China Valley
Development Limited, a British Virgin Islands company (“CVDL”) whereby
the
Company acquired a 100% ownership interest in CVDL (the
“Transaction”).
In
consideration of the mutual agreements contained herein, the parties hereby
agree as follows:
I.
SALE OF THE SHARES.
1.01 Shares
being Sold.
Subject
to the terms and conditions of this Agreement, the Sellers are selling the
Shares to the Buyer.
1.02 Consideration.
(a) Purchase
Price.
“The
Purchase Price” of the Shares shall be the amounts listed on the signature page
of this Agreement.
1.03 Settlement
Funds.
The
Buyer will transfer the Purchase Price in immediately available funds payable
to
Sellers according to the instructions provided to Buyer by the Sellers at
the
Closing.
1.04 Closing.
The
Closing of the transactions shall take place on August 31, 2007, or at such
other date and time as the parties may mutually agree in writing.
1.05 Delivery
by the Seller.
At the
Closing, the Sellers shall deliver to Buyer a certificate representing the
Shares together with a duly executed stock power and instruct the transfer
agent
to deliver (i) to Buyer a certificate representing the Shares and (ii) to
each
Seller a certificate representing any shares retained.
II.
REPRESENTATIONS AND WARRANTIES OF SELLER.
Each
Seller hereby represents and warrants as follows:
2.01 Organization,
Capitalization, etc.
(a) The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada, and is qualified in no other
state.
(b)
Each
share of preferred stock is convertible into five (5) shares of the
Company’s
common stock, par value $.001 per share. The shares of the Company’s preferred
stock shall be converted into shares of the common stock on the second trading
day following the effectiveness of an amendment to the Company’s Articles of
Incorporation increasing the number of authorized shares of common stock
of the
Company from 50,000,000 to 150,000,000 shares.
(c) Seller
is
the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of the Shares, has good
and marketable title to all the Shares, and there exists no liens, claims,
options, proxies, voting agreements, charges or encumbrances of whatever nature
(“Liens”) affecting the Shares.
(d) Upon
transfer to the Buyer by the Seller of all or any of the Shares, the Buyer
will
have good and marketable title to the Shares so transferred free and clear
of
all Liens;
(e) Seller
does not have outstanding any option, warrant or other right to acquire,
directly or indirectly, any securities of the Buyer which are or may by their
terms become entitled to vote or any securities which are convertible or
exchangeable into or exercisable for any securities of the Buyer which are
or
may by their terms become entitled to vote, and the Seller is not subject to
any
offer, contract, arrangement, understanding or relationship (whether or not
legally enforceable) which allows or obligates the Seller to vote or acquire
any
securities of the Buyer;
(f) Prior
to
any filing of an increase in the authorized shares of stock in the Company,
Seller and Company shall obtain all necessary shareholder consents and
approvals, including, if necessary, the completion of a mailing of an
information statement meeting the requirements of Section 14C of the Exchange
Act.
2.02 Authority;
No Violation.
The
execution and delivery of this Agreement by the Company and by the Seller,
and
the consummation by them of the transactions contemplated hereby have been
duly
authorized. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation
or default under any term or provision of the Certificate of Incorporation
or
bylaws of the Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the Company or Seller
is a party or by which the Company or the Seller is bound. Neither the execution
and delivery of this Agreement nor the performance by the Seller of its
obligations hereunder will violate any provision of law applicable to the Seller
or require any consent or approval of, or filing with or notice to any public
body or authority under any provision of law applicable to the Seller other
than
notices or filings pursuant to the federal securities laws.
2.03 Absence
of Certain Changes.
Since
the date of the filing of the Company’s last periodic report with the Securities
and Exchange Commission, the Company has not and as of the Closing will have
not:
(a) Suffered
any material adverse change in financial condition, assets, liabilities,
business, or prospects;
(b) Incurred
any additional obligations or liabilities (whether absolute, accrued,
contingent, or otherwise) which it either has not previously satisfied or will
not satisfy at or before Closing;
(c) Paid
any
claim or discharged or satisfied any lien or encumbrance or paid or satisfied
any liability (whether absolute, accrued, contingent, or
otherwise);
(d) Declared,
paid, or set aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or purchased or
otherwise acquired any of its capital stock or any options relating thereto
or
agreed to take any such action; or
(e) Made
any
material change in any method of accounting or accounting practice.
2.04 Delivery
of Audited Financial Statements. Either the Company or Sellers shall deliver
to the Buyer audited financial statements of CVDL within seventy five (75)
days
of the execution of this Agreement.
2.05
Disclosure.
No
representation or warranty by the Seller contained in this Agreement, and no
statement contained in any instrument, list, certificate, or writing furnished
to the Buyer pursuant to the provisions hereof or in connection with the
transaction contemplated hereby, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to provide
a
prospective Buyer of the business of the Company with proper information as
to
the Company and its affairs.
III.
REPRESENTATIONS AND WARRANTIES BY BUYER.
Buyer
hereby represents and warrant as follows:
3.01 Authority;
No Violation.
The
execution and delivery of this Agreement by the Buyer and the consummation
of
the transactions contemplated hereby by Buyer has been duly authorized. Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of any contract, commitment, indenture, other agreement
or
restriction of any kind or character to which any of the individual Buyer is
a
party or by which any of the individual Buyer is bound.
3.02 Representations
Regarding the Acquisition of the Shares.
(a) The
Buyer
understands the speculative nature and the risks of investments associated
with
the Company and confirm that they are able to bear the risk of the investment,
and that there may not be any public market for the Shares purchased
herein;
(b) Neither
the Company nor the Sellers are under an obligation to register or seek an
exemption under any federal and/or state securities acts for any sale or
transfer of the Shares by the Buyer, and Buyer is solely responsible for
determining the status, in its hands, of the shares acquired in the transaction
and the availability, if required, of exemptions from registration for purposes
of sale or transfer of the Shares;
(c) The
Buyer
has had the opportunity to ask questions of the Company and the Sellers and
receive additional information from the Company to the extent that the Company
possessed such information, or could acquire it without unreasonable effort
or
expense necessary to evaluate the merits and risks of any investment in the
Company. Further, the Buyer has been given: (1) all material books and records
of the Company; (2) all material contracts and documents relating to the
proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity
to question the appropriate executive officers of the Company and
Sellers.
(d)
The
Buyer
has sufficient knowledge and experience in financial and business matters,
and
is sufficiently familiar with investments of the type represented by the Shares,
including familiarity with previous private and public purchases of speculative
and restricted securities, that it is capable of evaluating the merits and
risks
associated with purchase of the Shares; and
(e) In
evaluating the merits of the purchase of the Shares, Buyer has relied solely
on
his, her or its own investigation concerning the Company and has not relied
upon
any representations provided by the Company or by the Sellers.
(f) The
Buyer
understands that it is acquiring the shares from one or more affiliates of
the
Company, and will therefore receive restricted stock in the Company. Buyer
will
comply with all restrictions and securities laws including the Securities Act
of
1933 and the Securities Act of 1934, as amended. Buyer acknowledges that the
Shares have not been registered under the Securities Act of 1933 (“1933 Act”) or
under the securities laws of any state and, therefore, the Shares cannot be
resold unless they are subsequently registered under said laws or exemptions
from such registrations are available. Furthermore, the transferability of
the
Shares is restricted and that a legend will be placed on any certificate
representing the securities.
(g) The
Buyer
is duly organized and validly existing and in good standing under the laws
of
the State of Florida, has the requisite corporate power and authority to
execute, deliver and to consummate the transactions contemplated hereby, and
has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Agreement;
IV.
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
4.01 Survival
of Representations.
All
representations, warranties, and agreements made by any party in this Agreement
or pursuant hereto shall survive the execution and delivery hereof and any
investigation at any time made by or on behalf of any party.
4.02 Survival.
The
representations, warranties and covenants made by the parties in this Agreement
and in any other certificates and documents delivered in connection herewith
shall survive the Closing and shall apply until the first anniversary of the
Closing Date.
V.
ADDITIONAL CONDITIONS TO CLOSING
5.01 Obligation
of Buyer to Close.
The
Buyer shall not be obligated to close this transaction unless and until the
Transaction between the Company, the Sellers and CVDL has closed.
5.02 No
Managerial Control.
It is
not contemplated in this Agreement that the Buyer will have any managerial
rights in or control of the Company or CVDL. No directors, officers or other
Company management shall be appointed from the Buyer. Furthermore, Buyer will
not participate in the day-to-day operations of the Company.
VI.
MISCELLANEOUS
6.01 Expenses.
Each of
the parties shall bear its own expenses incurred in conjunction with the Closing
hereunder.
6.02 Further
Assurances.
From
time to time, at the request of the Buyer and without further consideration,
the
Sellers shall execute and transfer such documents and take such action as the
Buyer may reasonably request in order to effectively consummate the transactions
herein contemplated.
6.03 Parties
in Interest.
All the
terms and provisions of this Agreement shall be binding upon, shall inure to
the
benefit of, and shall be enforceable by the heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
6.04 Prior
Agreements; Amendments.
This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be amended only
by
a written instrument duly executed by the parties hereto or their respective
successors or assigns.
6.05 Headings.
The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
6.06 Confidentiality.
Each
party hereby agrees that all information provided by the other party and
identified as "confidential" will be treated as such, and the receiving party
shall not make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall return to
the
other all such confidential information in their possession, or will certify
to
the other party that all of such confidential information that has not been
returned has been destroyed.
6.07 Notices.
All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) to
the
parties at their address specified on the signature page hereto, with a copy
sent as indicated on the signature page.
6.08 Counterparts.
This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument.
6.09 Applicable
Law.
This
Agreement shall be governed by, and construed in accordance with the laws of
the
State of Nevada.
[Remainder
of page intentionally left blank; signature page to
follow.]
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
CHINA
WATER & DRINKS, INC.
/s/
Chen Xing Hua
_____________________________
Chen
Xing Hua, CEO
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SELLERS:
/s/
Cai Yingren
_____________________________
Cai
Yingren
Number
of common shares being sold: 7,150,000
Number
of preferred shares being sold: 3,250,000
Purchase
price for common shares: $5,850,000.00
Restricted
shares of CWDK common stock issued to Cai Yingren: 1,386,666
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/s/
Xx Xxx
_____________________________
Xx
Xxx
Number
of common shares being sold: 3,850,000
Number
of preferred shares being sold: 1,750,000
Purchase
price to be paid by CWDK: $3,150,000.00
Restricted
shares of CWDK common stock issued to Xx Xxx: 746,667
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