Stock Purchase Agreement Agreement made this 24 day of October 2008 between Wuxi Angell., and Cashtech Investment Limited (Cashtech).
Agreement
made this 24 day of October 2008 between Wuxi Xxxxxx., and Cashtech Investment
Limited (Cashtech).
WHEREAS,
Wuxi Xxxxxx, founded in December 4, 2002 by the Wuxi New District Economic
Commission approved, which is Sino-foreign joint ventures, to register
at Wuxi New District Shuofang Industrial
Park
WHEREAS,
Cashtech Investment Limited registered at British Virgin Islands; Register
number: 578455; Legal
representative: Zhiguo
Fu
WHEREAS,
the parties wish to initiate a formal relationship between themselves by an
investment of funds into Wuxi Xxxxxx by Cashtech Investment, on the terms and
conditions set forth herein.
NOW,
THEREFORE, it is agreed:
1.
Transfer Share and Price
|
A.
|
Wuxi Xxxxxx transfer 55% shares to Cashtech. |
|
B.
|
Cashtech
agrees to purchase 55% shares from Wuxi Xxxxxx; Cashtech has 55% of Wuxi
Xxxxxx’x ownership.
|
|
C.
|
The
“Purchase Price” for the Purchased Shares shall be Fifty million RMB
(50,000,000RMB)
|
|
D.
|
Wuxi
Xxxxxx ensure that Cashtech have their own independent right of the
transfer stocks. which have no pledge, guarantees; do not involved in any
disputes and litigation.
|
2.
Transfer Payment:
A. At
the completion of this Agreement through the legal procedures, Cashtech wire 25
million RMB converting US dollars to Wuxi Xxxxxx account. (the date of the
Exchange currency)
B.
About the rest of
payment transfer, Cashtech pay Wuxi Xxxxxx 2 million ABAT stock listed in
US, according to the transfer of shares designated name for
registration.
3. Rights
and obligations of both sides
A. Both sides fully
understand their respective rights, obligations, on the process of
transfer, in accordance with the law to process it.
B. After completing the
process of the transfer, Cashtech have 55% share of Wuxi Xxxxxx; and also
have the corresponding rights and interests.
C.
After the completion of transfer, both parties should keep the related internal
matters confidential.
D. Wuxi Xxxxxx in accordance
with the protocol agreed to pay equity transfer price, and handle matters of
listed companies
E. Wuxi
Xxxxxx take care the registration of share transfer; Cashtech coordinate with
it.
4. Breach of
duty
A. After the signing of this
Agreement, either party does not fulfill or does not completely fulfill the
terms of this agreement shall constitute a breach of contract.
The breach contract party shall be liable to pay the loss to the
other party that follow this rule.
B. Any party breach
this agreement, the right party following the rules have the right to request
the breach party to accomplish this agreement.
5. Interests change and lift
of
A.
The protocol changes must be made by mutual consultation and the
formulation of a written protocol changes. If both side can not agree
the consultations, this agreement remain effectively.
B. When
any default party, the following rule party have the right to request the
default party to accomplish this agreement.
C. The two sides agreed to
carry out the termination of this agreement, which should be a written
agreement, signed by both parties, and then effect it.
6. Applicable law and dispute
settlement
A. This
agreement is under the People's Republic of China’s law
B. When
accomplishing this agreement, comes out any disputes, both sides should be
resolve them through friendly consultations. If the consultation fails, one
party have the right to xxx the other.
7. The
agreement effectiveness and other:
A. All
related to this agreement’s other content, including both sides memorandum, also
fit the law effectiveness.
B. This Agreement should be
signed by both parties, and then could be effected
C. There are 5
copies of the agreements, each party have 2 copies; the approving authority
keeps one.
Wuxi
Xxxxxx
Legal
representative (authorized representative)
____________________(Signature)
Cashtech
Investment Limited
Legal
representative (authorized representative)
____________________(Signature)
Oct. 30,
2008
