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EXHIBIT 2.2
RESCISSION AGREEMENT
This RESCISSION AGREEMENT ("Agreement") is effective this 25th day of April
2001, and is by and among Century Milestone S&T Co., Ltd., a Colorado
corporation ("CEML"), Beijing Century Milestone S&T Co., Ltd., a company
organized under the laws of the Peoples Republic of China ("CMST"), the
undersigned former shareholders CMST ("Shareholders," each a "Shareholder") and
Harrop, Lees, Xxxxx & Co. ("HLB").
RECITALS
WHEREAS, CEML, CMST, certain of the undersigned Shareholders and HLB are parties
to a Preliminary Plan of Reorganization dated March 6, 2000 (the "Reorganization
Agreement").
WHEREAS, due to the inability of the parties to obtain certain consents and/or
approvals from the Peoples Republic China as required by the Reorganization, the
parties desire to terminate, unwind and rescind the Reorganization Agreement.
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound hereby, do promise and
agree as follows:
1. TERM AND CONDITIONS OF RESCISSION.
1.1 The Shareholders shall transfer an aggregate of 20,000,000 shares
of CEML common stock to CEML for cancellation by CEML, as denoted on the
signature page below.
1.2 CEML shall transfer an aggregate of 100% of the outstanding common
stock of CMST to the Shareholders, each Shareholder receiving the same number of
shares of CMST common stock as such Shareholder transferred to CEML pursuant to
the Reorganization Agreement or otherwise.
1.3 CEML shall issue to CMST 2,000,000 shares of CEML's restricted
common stock and forgive $200,000 owed to CEML by CMST in exchange for CMST's
grant to CEML of a transferable, exclusive license to use and market CMST's data
compression technology in North America for a term of five (5) years.
1.4 Each party waives any claim to any payment, royalty, fee,
compensation or any other form of remuneration, as the case may be, pursuant to
the Reorganization Agreement or otherwise.
1.5 Except as may be expressly set forth otherwise in this Agreement,
the Reorganization Agreement is hereby terminated, and shall be unwound to the
fullest extent possible and shall be deemed void in its entirety.
1.6 Each party shall hold in confidence, and shall not disclose any and
all secret or confidential information of such other parties as such party may
have acquired from the other parties.
1.7 CMST and the Shareholders agree to indemnify, defend and hold
harmless CEML, and its officers, directors, agents, and employees, from,
against, and with respect to any
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claim, liability, obligation, loss, damage, assessment, tax, judgment, action,
suit, proceeding, demand, cost or expense (including, without limitation,
reasonable attorneys fees and costs, and expenses reasonably incurred in
investigating, preparing, defending against or prosecuting any litigation or
claim), of any kind or character, arising out of or in any manner incident,
relating or attributable to any liability of CMST or the Shareholders, whether
known or unknown, or any failure of CMST or the Shareholders to perform or
observe, or to have performed or observed, in full, any covenant, agreement or
condition to be performed or observed by CMST or the Shareholders under this
Agreement, or arising out of or in any manner incident, relating or attributable
to the breach of this Agreement or any representation or warranty made by CMST
or the Shareholders under the Reorganization Agreement.
2. RESIGNATION OF CEML OFFICERS AND DIRECTORS
By his respective signature below, the following individuals resign
their respective positions as officers and/or directors of CEML:
Xxx Xxx - President, Treasurer and Director
Feng Jiming - Secretary and Director
Bai Xiaodi - Director
3. NOTICES. Any notice required to be given pursuant to this Agreement shall be
in writing and mailed by certified or registered mail, return receipt requested,
or delivered by a national overnight express service, to the addresses set forth
on the signature page hereof, or to such other address as may hereafter be
designated.
4. JURISDICTION AND DISPUTES. The parties agree that this Agreement and the
transactions contemplated hereby shall be construed and enforced in accordance
with the laws of the State of Colorado, and that any action or proceeding that
may be brought arising out of, in connection with or by reason of this Agreement
shall be brought only in a court of competent jurisdiction within the State of
Colorado. Each of the parties hereto hereby submits, unconditionally and
irrevocably, to the jurisdiction to the aforesaid courts for the purpose of any
such lawsuits, agree to accept service of process by mail, and hereby waive any
jurisdictional or venue defenses otherwise available to it.
5. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be
binding on and shall inure to the benefit of the parties hereto, and their legal
representatives, administrators, successors, and heirs.
6. WAIVER. No waiver by either party of any default shall be deemed as a waiver
of prior or subsequent default of the same or other provisions of this
Agreement.
7. UNDERTAKING AND FURTHER ASSURANCES. Each party to this Agreement shall
perform any and all acts and execute and deliver any and all documents as may be
necessary and proper under the circumstances in order to accomplish the intents
and purposes of this Agreement and to carry out its provisions.
8. INTERPRETATION AND FAIR CONSTRUCTION OF AGREEMENT. This Agreement has been
reviewed and approved by each of the parties. In the event it should be
determined that any provision of this Agreement is uncertain or ambiguous, the
language in all parts of this
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Agreement shall be in all cases construed as a whole according to its fair
meaning and not strictly construed for nor against either party.
9. SEVERABILITY. If any term, clause, or provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause, or provision and
such invalid term, clause, or provision shall be deemed to be severed from the
Agreement.
10. MODIFICATION. This Agreement shall not be modified or amended except in
writing signed by the parties hereto and specifically referring to this
Agreement.
11. COSTS AND ATTORNEYS' FEES. If any party hereto shall bring any suit,
arbitration or other action against another for relief, declaratory or
otherwise, arising out of this Agreement, the substantially prevailing party
shall have and recover against the other party, in addition to all costs and
disbursements, such sum as the Court or arbiter may determine to be a reasonable
attorney's fee.
12. WAIVER OF BREACH. The failure of any party hereto to insist upon strict
performance of any of the covenants and agreements herein contained, or to
exercise any option or right herein conferred, in any one or more instances,
shall not be construed to be a waiver or relinquishment of any such option or
right, or of any other covenants or agreements, but the same shall be and remain
in full force and effect.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties with respect to the entire subject matter hereof,
and there are no representations, inducements, promises or agreements, oral or
otherwise, not embodied herein. Any and all prior discussions, negotiations,
commitments and understandings relating thereto are merged herein. There are no
conditions precedent to the effectiveness of this Agreement other than as stated
herein, and there are no related collateral agreements existing between the
parties that are not referenced herein.
14. EXPENSES. Subject to the Indemnification provisions in Section 1.7, all
costs and expenses incurred by either party in negotiating this Agreement or in
consummating the transactions contemplated hereby, except as provided herein,
shall be paid by the party incurring such expenses.
15. HEADINGS. The section headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
16. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have each signed this Agreement effective on the date first set forth above.
CENTURY MILESTONE S&T CO., LTD.
address:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Director -------------------
BEIJING CENTURY MILESTONE S&T CO., LTD.
address:
/s/ Xxx Xxx
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Xxx Xxx, President, Director and Shareholder
shares of CEML: 5,680,000 -------------------
address:
/s/ Feng Jiming
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Feng Jiming, Secretary, Director and Shareholder
shares of CEML: 5,660,000 -------------------
address:
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, Shareholder
shares of CEML: 1,000,000 -------------------
address:
/s/ Jiang Hong
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Jiang Hong, Shareholder
shares of CEML: 2,000,000 -------------------
address:
/s/ Xiao Gang
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Xiao Gang, Shareholder
shares of CEML: 5,660,000 -------------------
address:
/s/ Bai Xiadi
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Bai Xiadi, Director
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HARROP, LEES, XXXXX & CO.
address:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, Chairman
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