Exhibit 10.4
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement is dated the 2nd day of August, 2001.
BETWEEN:
MAGNUM INDUSTRIES INC., a Nevada incorporated company whose records
office is located at Xxxxx 000- 000 Xxxx Xxxxxxxx, Xxxxxxxxx, X.X. Xxxxxx
X0X0X0 (hereinafter referred to as the "Parent Company"),
AND:
CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CO. LTD, with its address at
5th floor, Tianan Industrial Village, New District, Changzhou, Jiangsu,
China. (Hereinafter referred to as the "Subsidiary Company ")
AND:
All of the Shareholders of CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CO.
LTD. specifically described in Schedule A which is attached hereto.
(Hereinafter referred to as the "Shareholders ")
WHEREAS:
The Shareholders are the beneficial and recorded owners of 100% of the
issued and outstanding shares of the Subsidiary Company, being 22,750,000
common shares with a par value of $0.005. The Parent company has agreed to
purchase from the Shareholders, 22,750,000 common shares with a par value
of $0.005 in the capital stock of the Subsidiary Company, in consideration
of the allotment of 22,750,000 fully paid and non assessable common shares
with a par value of $0.001 in the capital stock of the Parent Company.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the respective warranties, representations, covenants and agreements
contained herein, the parties agree as follows:
1. DEFINITIONS
(a) Allotted Shares means the shares in the Parent Company's capital stock to
be allotted and later issued to the Shareholders.
(b) Words importing the masculine gender include the feminine gender or neuter
gender and words in singular include the plural, and vice versa.
(c) All monetary amounts refer to U.S. currency.
(d) Schedule A - Names of the Shareholders and their respective shareholdings
in the Subsidiary Company.
(e) Purchased Shares means the shares in the capital stock of the Subsidiary
Company to be acquired by the Parent Company, being 22,750,000 common
shares of the Subsidiary Company.
1
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSIDIARY COMPANY AND ITS
SHAREHOLDERS
(a) The Subsidiary Company is duly incorporated, validly existing and in good
standing under the laws of the People's Republic of China, and has the
necessary corporate capacity to carry on business or holds assets to carry
on business which it now carries on and to hold the assets which it now
holds;
(b) The total issued capital of the Subsidiary Company is 22,750,000 common
shares with a par value of $0.005 and they are validly issued and are
outstanding as fully paid and non assessable;
(c) no person, other than the Parent Company, has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option:
(i) to require the Subsidiary Company to issue any shares in its capital
or to convert any securities of the Subsidiary Company or any other
company into shares in its capital; or
(ii) to issue or allotment of any of the unissued common shares of the
Subsidiary Company;
(iii) to require the Subsidiary Company to purchase, redeem or otherwise
acquire any of its issued and outstanding shares;
(d) Each of the Purchased Shares has been validly issued and is outstanding and
fully paid and non assessable; and no person has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option to purchase or otherwise acquire any
of the Purchased Shares;
(e) The Directors and Senior officers of the Subsidiary Company are as follows:
Name Position Held
-------------------------------------------------
Xxxxxxx Xxxxx President and director
Xxxxxx Xx Director
Jingmin Ye Secretary
Xxxxxx Xxxx Treasurer
(f) The corporate records of the Subsidiary Company are accurate, complete and
up to date in all material respects and all material transactions of the
Subsidiary Company have been promptly and properly recorded in its books or
filed in its records;
(g) The Subsidiary Company has filed all necessary federal and provincial tax
returns;
(h) Except as disclosed in the books as at August 2, 2001, the Subsidiary
Company does not have any liabilities, due or accruing, contingent or
absolute, and the Subsidiary Company is not directly or indirectly subject
to any guarantee, indemnity or other contingent or indirect obligation with
respect to the obligation of any person or company;
(i) The Subsidiary Company has good and marketable title or leasehold title to
all the assets, and such titles and rights are free and clear of any
financial encumbrances except as otherwise disclosed;
(j) No permits or licenses have been granted with respect to the assets except
those disclosed in writing by the Parent Company;
(k) The Subsidiary Company holds all permits, licenses, consents and
authorities issued by the respective government authorities which are
necessary in connection with the operation of its business and of the
ownership of its properties and assets;
2
(l) There are no actions, suits, proceedings or investigations pending or,
threatened against it or affecting .it, at law or in equity, before or by
any court, administrative agency or other tribunal or any governmental
authority.
(m) The Subsidiary Company warrants to the Parent Company that all of its
shareholders have approved the exchange of shares, such approvals form part
of Schedule B, which is an integral part of this Agreement.
(n) The Subsidiary Company warrants that it has passed the necessary corporate
resolutions to effect such share transfers, a copy of which is attached
under Schedule C.
3. THE PARENT COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS
(a) The Parent Company is duly incorporated, validly existing and in good
standing under the laws of the State of Nevada of the United States, and
has the necessary corporate capacity to carry on business or holds assets
to carry on business;
(b) As of the date of this agreement, the authorized capital of the Parent
Company is 200,000,000 common shares with a par value of $0.001, of which
22,750,000 fully paid and non assessable common shares will be allotted
immediately and will be issued at a later date.
(c) The directors and officers of the Parent Company are as follows:
Name Position Held
---- --------------
Xxxxx Xxxxx Director, President, Secretary & Treasurer
(d) The corporate records are accurate, complete and up to date in all material
respects;
(e) The Parent Company has not commenced business of any sort;
(f) The Parent company has passed a corporate resolution approving me above
share transfer and this Agreement, a copy of which is attached under
Schedule D.
4. CONSIDERATION TO BE RECEIVED BY THE SHAREHOLDERS OF THE SUBSIDIARY
COMPANY
(a) As full and complete consideration for the absolute sale and transfer of
the Purchased Shares by the Shareholders to the Parent Company, the Parent
Company hereby agrees to allot immediately from its capital stock,
22,750,000 fully paid and non assessable common shares, such allotted
shares to be issued to the Shareholders no later than December 31, 2002.
The allotted shares will be issued to the Shareholders in the same names
unless instructed otherwise by the Shareholders concerned, and in the same
proportion as detailed out in Schedule A;
(b) No fractional certificates will be issued;
(c) The Parent Company covenants that for so long as the allotted shares remain
allotted and unissued, it shall not alter any of the rights or restrictions
attached to such shares, except for the purposes of subdivision, redivision
or consolidation;
3
(d) Nothing in this section shall be construed as preventing the Parent Company
from increasing its authorized capital.
5. MISCELLANEOUS
(a) There are no representations, warranties, collateral agreements or
conditions affecting this transaction other than as expressed or referred
to herein in writing.
(b) This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada of the United States.
(c) Should any provision or provisions or conditions of this Agreement be void
or not enforceable, it or they shall be considered separate and several
from this Agreement and its remaining provisions and conditions shall
remain in force and be binding upon the parties hereto as though the said
provision or provisions or conditions had never been included.
(d) The Schedules attached to this agreement are incorporated by reference as
fully as though contained in the body thereof. Wherever any term or
condition, expressed or implied, of such Schedules conflicts or is at
variance with any term or condition of this Agreement, such term or
condition of this Agreement shall prevail.
(e) This Agreement and any certificate or other writing delivered in connection
herewith may be executed in any number of counterparts and any party hereto
may execute any counterpart, each of which when executed and delivered will
be deemed to be an original and all of which counterparts of this Agreement
or such other writing as the case may be, taken together will be deemed to
be one and the same instrument. The execution of this Agreement or any
other writing hereto will not become effective until all counterparts
hereof have been executed by all the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first set forth above notwithstanding the actual date of execution.
CHANGZHOU BROADWAY BUSINESS Development CO. LTD
Authorized Signature
/s/ Xxxxxxx Xxxxx
MAGNUM INDUSTRIES INC.
/s/ Xxxxx Xxxxx
4
Schedule A
(i) Shareholder's List: Changzhou Broadway Business Development Corporation
No Name of Shareholder Address Share holding Date issued
28,Building ,Imperial
1 Xxxxxxx Xxxx Garden,Changzhou,Jiangsu,China 3750000 3/15/2000
000,Xxxx X Xxxxxxxx 0,Xxxxxxxx
Xxxxxx,
0 Xx Xxxxx Changzhou,Jiangsu,China 2375000 3/15/2000
Xiheng Street Xx.00 Xxxxxxxxx
0 Xxxxxxx Xxxxx xxxx,Xxxxxxx,Xxxxx 000000 3/15/2000
000,Xxxx X,Xxxxxxxx 0,Xxxxxxxx
Street,Changzhou,
4 Fengguan Pan Jiangsu,China 2137500 3/15/2000
29,Building 124,Huagong Zhongcun
Xuanwu
5 Xxxxxx Xxxxx District,Nanjing,Jiangsu,China 12500 3/15/2000
29,Building 124,Huagong Zhongcun
Xxxxxx
0 Xxxxxx Xxx Xxxxxxxx,Xxxxxxx,Xxxxxxx,Xxxxx 00000 3/15/2000
29,Building 124,Huagong Zhongcun
Xxxxxx
0 Xxxxxx Xxxxx Xxxxxxxx,Xxxxxxx,Xxxxxxx,Xxxxx 00000 3/15/2000
000,Xxxx X,Xxxxxxxx 0,Xxxxxxxx
Xxxxxx,Xxxxxxxxx,
8 Xxxxxx Xxxxx Jiangsu,China 12500 3/15/2000
Finance Department of Jiangdong
University,Changzhou,
9 Xxxxxxxx Xxx Jiangsu,China 12500 3/15/2000
A1
No Name of Shareholder Address Share holding Date issued
201,Unit B Building 7,Dongheng
Street,Changzhou,
10 Xx Xxx Jiangsu,China 12500 3/15/2000
000,Xxxx X Xxxxxxxx 00,Xxxxxxx
Xxxxxx,Xxxxxxxxx, 00000 3/15/2000
11 Liqun Xx Xxxxxxx,Xxxxx
000,Xxxx X Xxxxxxxx 0,Xxxxx
Xxxxxxxxx Xxxxxxxxx ,
00 Xxxxx Xxxxx Jiangsu,China 13775 3/15/2000
Room 000,00,Xxxxxxxx ,Xxxxxxxx
Xxxxxx,Xxxxxxxxx,
00 Xxxxx Xxx Xxxxxxx,Xxxxx 500 3/15/2000
Xxxx 000,00,Xxxxxxxx ,Xxxxxxxx
Xxxxxx,Xxxxxxxxx,
00 Xxxxx Xxxx Jiangsu,China 500 3/15/2000
15-1,Lame114,East Yanling 500 3/15/2000
Road,Changzhou,
00 Xxxx Xxx Xxxxxxx,Xxxxx
00-0,Xxxx000,Xxxx Xxxxxxx
Xxxx,Xxxxxxxxx, 0000 3/15/2000
16 Xxxxx Xxxx Jiangsu,China
201,Unit A Building 99,Qingtan
Xincun,Changzhou,
17 Xxxxxx Xxxx Jiangsu,China 500 3/15/2000
28,Building ,Imperial
Garden,Changzhou,
18 Dongxing Ji Jiangsu,China 500 3/15/2000
301,Unit A Building 5,Mudan
Apartment Changzhou,
19 Yongtiao Hua Jiangsu,China 120 3/15/2000
22,North Xxxxxx
00 Xxxxxxxxx Xx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 000 3/15/2000
20,North Xxxxxx
00 Xxxxxxxx Xx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 000 3/15/2000
20,North Xxxxxx
00 Xxxxxxxx Xxxx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 110 3/15/2000
A2
No Name of Shareholder Address Share holding Date issued
58,Building Imperial Garden,
Changzhou,Jiangsu, China
23 Xxxx Xxx 250000 3/15/2000
102,Unit E Building 4,Qingtan
24 Xxxxxxxx Xxxx Xincun,Changzhou,Jiangsu,China 120 3/15/2000
102,Unit E Building 4,Qingtan
25 Xxx Xxx Xincun,Changzhou,Jiangsu,China 110 3/15/2000
20,North Xxxxxx
00 Xxxxxx Xxx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 110 3/15/2000
102, Unit B,Building 124,Xixinqiao
Ercun
27 Jingmin Ye Changzhou,Jiangsu,China 50000 3/15/2000
401, Unit C,Building 158,Qingtan
28 Aoda Ye Xincun,Changzhou,Jiangsu,China 110 3/15/2000
102, Unit B,Building 124,Xixinqiao
Ercun
29 Qin Pan Changzhou,Jiangsu,China 110 3/15/2000
102, Unit A,Building 22,Xixinqiao
Ercun
30 Qimin Ye Changzhou,Jiangsu,China 110 3/15/2000
401, Unit C,Building 158,Qingtan
31 Xxxx Xxxx Xincun,Changzhou,Jiangsu,China 110 3/15/2000
58,Building ,Imperial
32 Bixia Pan. Garden,Changzhou,Jiangsu,China 115 3/15/2000
22,North Xxxxxx
00 Xxxx Xxxx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 110 3/15/2000
102,Unit E Building 4,Qingtan
34 Xxxxxx Xxxx Xincun,Changzhou,Jiangsu,China 120 3/15/2000
9F,No.354,Xxx Xxxxx Xx.Xx
Chu,Taoyuan
00 Xxx Xxx,Xxxx Xxxx,Xxxxxx X.XX 000 3/15/2000
00-0,Xx 0,Xxx Xxxxx Xxxx,Xxxxxxx
36 Xxxxx Xx. District(100034),Beijing, China 105 3/15/2000
Xxxx 000,Xx 0,Xxxx 180,Yuqing
37 Shanshan Ni Rd.(200030),Shanghai,China 110 3/15/2000
Room 502,No1,Loan 180,Yuqing
38 Xxxxxx Xxx Rd.(200030),Shanghai,China 105 3/15/2000
Xxxx 0000,Xx 0,Xxxx 30,Nujing
39 Xxxxxx Xxxxx Rd.(200062),Shanghai,China 110 3/15/2000
Xxxx 000,Xx 00,Xxxx 000,Xxxxxx
40 Xxxxxx Xxxx Rd.(200333),Shanghai,China 105 3/15/2000
Xxxx 000,Xx00,Xxxx 000,Xxxxxx
41 Jilin Mao Rd.(200333),Shanghai China 110 3/15/2000
Room 401,No33,the 2nd Changfeng
42 Li Yu Village(200062),Shanghai,China 105 3/15/2000
Room 401,No33,the2nd Changfeng
43 Xialin Mao Village(200062),Shanghai,China 100 3/15/2000
3F,No3,Lane18,Gaoan
44 Xxxxxx Xxxxx. Rd.(200030),Shanghai,China 120 3/15/2000
Room 602,No2588,Xietu
45 Zuozhou Wang. Rd.,Shanghai,China 110 3/15/2000
Xxxx 000,Xx00,Xxxx000,Xxxxxxx
Nan
46 Huiping Song Rd.,Shanghai,China 125 3/15/2000
A3
No Name of Shareholder Address Share holding Date issued
Room705,No5,Lane179,Tianping
47 Jiachen Gu Rd.(200030),Shanghai,China 105 3/15/2000
Xxxx 000,Xx00,Xxxx00,Xxxxxxxxx
00 Xxxxxxx Xxxx Xx.,Xxxxxxxx,Xxxxx 105 3/15/2000
Xxxx000,Xx00,Xxxxxxxx
Xx.,Xxxxxxxx,Xxxxx
49 Chen Cao 100 3/15/2000
Xxxx000,Xx00,Xxxx000,Xxxxxxxxx
00 Xxxxx Xxxx Rd,Shanghai,China 100 3/15/2000
No86,Xinqiao Village,Hongqiao
51 Xxxx Xxxx County,Shanghai,China 105 3/15/2000
Room602,Lane2455,Xietu
52 Xxxxx Xxxx Rd.,Shanghai,China 120 3/15/2000
Room1809,No5,Lane179,Tianpin
53 Xxxxxx Xxxx Rd.(200030),Shanghai,China 110 3/15/2000
3F,No37,Lane170,the Lst Dunhua
54 Xxx xxxxx Nan Rd.,Taipei,Taiwan,R.O.C 110 3/15/2000
4F,No12,Lane10,Aiiey483,Zhonggang
Rd.,Xinzhuang
55 Songyao Xxxxx City,Taipei,Taiwan,R.O.C 100 3/15/2000
5F,No1,Lane229,Xxxxxx Xxxx
56 Meizhi Wang Rd.,Taipei,Taiwan,R.O.C 130 3/15/2000
4F,No5,Lane46,Shidong
57 Qiaowen Li Rd.,Taipei,Taiwan,R.O.C 105 3/15/2000
7F,No150,the 3rd Xinyi
58 Xxxxxx Xxx. Rd.,Taipei,Taiwan,R.O.C 105 3/15/2000
5F,No12,the 0xx Xxxxxxxxx
00 Xxxxx Xxxx. Xx.,Xxxxxxx,Xxxxxx,X.X.X 130 3/15/2000
0X,Xx000,xxx 0xx Xxxxxxxxx
60 Xxxxx Xx Rd.,Taoyuan,Taiwan,R.O.C 100 3/15/2000
Room 201,Lane93,Nantang Bang
61 Xx Xxxxx. Rd.,Shanghai,China 100 3/15/2000
Room602,No.13Building,Lane179
,Changningzhi
62 Ying Yang. Road,200000,Shanghai,China 105 3/15/2000
Giant Company,No.988,Dongsanliqiao
Xxxx,Xxxxxx
00 Xxxxxx Xx New Area,200125,Shanghai,China 100 3/15/2000
No.120,Xxxx Xxxxx Road,Songjiang
Export Processing
64 Xxxx Xxx Zone,201613,Shanghai,China 105 3/15/2000
Southeast
University,#0301,210096,Nanjing,
65 Xxxxxx Xxx China 110 3/15/2000
Room602,No.13Building,Lane179,
Changningzhi
00 Xxxxxxx Xxxx Xxxx,000000,Xxxxxxxx,Xxxxx 100 3/15/2000
Room303,No.6Building,Lane8,Shiziwan
00 Xxxx Xxx Xxxx,000000,Xxxxxxxx,Xxxxx 120 3/15/2000
East China Normal
University,#9932,200062,Shanghai,
68 Ning He China 105 3/15/2000
Fudan
University,#0118,200433,Shanghai,
China
69 Xxxxx Xxxx 110 3/15/2000
Taitaile's Marketing
department,No969,Caoan
Road,no13Bridge,Nanxinghua
00 Xxxxxxx Xxxx Xxxx,000000,Xxxxxxxx,Xxxxx 110 3/15/2000
Suzhou
University,#27,215006,Suzhou,China
71 Xxxx Xx 105 3/15/2000
Xxxx000,Xx0
Xxxxxxxx,Xxxx000,Xxxxxxxxxxx
72 Xxxxxxx Xxxxx Road,200081,Shanghai,China 130 3/15/2000
Xxxx000,Xx0
Xxxxxxxx,Xxxx000,Xxxxxxxxxxx
00 Xxxxxx Xxxx Xxxx,000000,Xxxxxxxx,Xxxxx 110 3/15/2000
Xx00,Xxxx00,Xxxxxxx
00 Xxxxxx Xxx Xxxx,000000,Xxxxxxxx,Xxxxx 110 3/15/2000
No62,Lane57,Shanyin
75 Yuzhu Gu Road,200081,Shanghai,China 100 3/15/2000
Room201,No22,Shuangliao
Yicun,Liaoyuandong
76 Xxx Xxxx Road,200093,Shanghai,China 100 3/15/2000
No7,Lane69,Baochang
77 Xxxx Xx Road,200000,Shanghai,China 105 3/15/2000
A4
No Name of Shareholder Address Share holding Date issued
Room206,No91,Guangqi
78 Jiayun Xu Road,200010,Shanghai,China 130 3/15/2000
Room12,No.21Building,Lane378,
Ouyang
79 Peishen Jiang Road,200081,Shanghai,China 110 3/15/2000
Xx.000,Xxxxxxxx 00,Xxxxxx
00 Xxx Xxx Xxxxxx,000000,Xxxxxxxx,Xxxxx 110 3/15/2000
Xxxx000,Xx00,Xxxx000,Xxxxxxx
00 Xxxxxxxx Xxxx. Road,200083,Shanghai,China 100 3/15/2000
Xxxx000,Xx00Xxxxxxxx,Xxxxxxxxxx
00 Xxxxx Xxxx Xxxxxx,000000,Xxxxxxxx,Xxxxx 105 3/15/2000
Room501,No166,Tonghe
83 Xxxxxx Xxxxx Yicun,200000,Shanghai,China 110 3/15/2000
Xxxx000,Xx00,Xxxx000,Xxxxxxxx
Xxxx,Xxxxxxx
00 Xxxx Xxxx Xxxxxxxx,Xxxxxxxx,Xxxxx 130 3/15/2000
No58,Lane57,Shanyin
00 Xxxxxxx Xxxx Xxxx,000000,Xxxxxxxx,Xxxxx 105 3/15/2000
Xxxx000,Xx00,Xxxx00,Xxxxx
00 Xxx Xxx Xxxx,Xxxxxxxx,Xxxxx 000 3/15/2000
Room1403,No2,Lane118,Xietu
87 Xxxxxxx Xxx Road,Shanghai,China 120 3/15/2000
9F,No.354,Xxx Xxxxx Xx.Xx
Chu,Taoyuan
88 Hsin I,Wu City,Taiwan R.O.C 110 3/15/2000
5F,No.11,Alley7,Lane205,Sec.4,Xxxxx
Xxxxx
89 Yi Tsun,Cheng E.Rd,Taipei,Taiwan R.O.C 120 3/15/2000
5F,No.11,Alley7,Lane205,Sec.4,
Xxxxx Xxxxx
90 Xxx Xxxx,Cheng E.Rd,Taipei,Taiwan R.O.C 115 3/15/2000
The Fifth Floor,Tianan Industrial
Village,Changzhou
00 Xxxxxxxx Xxxxx Xxx Xxxxxxxx 2625000 4/2/2001
00, Xxxxxxxx,Xxxxxxxx
00 Xx Xxxxxx Xxxxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 2450000 4/2/2001
201,Unit A Building 99, Qingtan
Xincun, Changzhou,
93 Xxxx Xxxxxx Jiangsu, China 2450000 4/2/2001
Xxxx 000, 00, Xxxxxxxx,Xxxxxxxx
00 Xxxxx Xxxx Xxxxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 2125000 0/0/0000
00-0, Xxxx 000, Xxxx Xxxxxxx
00 Xxx Xxxxx Xxxx,Xxxxxxxxx,Xxxxxxx,Xxxxx 2050000 4/2/2001
00, Xxxxx Xxxxxx Xxxx,Xxxxxxxxx,
Jiangsu,China
96 Xxxxxx Xx 2250000 4/2/2001
---------
Total 22750000
A5
Schedule B
96 shareholders of Changzhou Broadway Business Development Co. Ltd approving the
transfer of their shares to Magnum Industries Inc. in the following standard
letter:
Example:
LETTER OF CONSENT
This is certify that I Xxxxxxx Xxxxx, am a shareholder of Changzhou Broadway
Business Development Co. Ltd, (the Company) and I have 3,750,000 common shares
of the Company.
I hereby give my consent to the Broad of Directors of the Company to cancel all
my shares, and issue the same number of common shares of MAGNUM INDUSTRIES INC.
that will be the parent company of Changzhou Broadway Business development Co.
Ltd.
Dated this 30th day of July, 2001
/s/ Xxxxxxx Xxxxx
Authorized signature
NOTE: ALL 96 SHAREHOLDERS CONSENTED IN WRITING TO CANCEL THEIR
SHAREHOLDINGS IN CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CORPORATION
IN EXCHANGE FOR THE SAME NUMBER OF SHARES OF MAGNUM INDUSTRIES INC.
B0
SCHEDULE C
CORPORATE RESOLUTION OF CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CO. LTD
APPROVING THE TRANSFER OF ALL ITS ISSUED COMMON SHARES TO MAGNUM INDUSTRIES INC.
CHANGZHOU BROADWAY BUSINESS DEVELOPMENT CO. LTD
________________________________________________________________________________
Pursuant to the provisions of the by- laws of the Company, the following
resolutions are passed as resolutions of the sole director, duly consented to in
writing.
BE IT RESOLVED:
1. The Share Exchange Agreement dated August 2, 2001 signed between the
Company and Magnum Industries Inc. is hereby approved.
2. Attached to this resolution are the approvals of all the shareholders in
support of the above share exchange arrangement made by the Company.
Dated: this 2nd day of August, 2001.
/s/ Xxxxxxx Xxxxx
Director
C0
SCHEDULE D
CORPORATE RESOLUTION OF MAGNUM INDUSTRIES INC. APPROVING THE EXCHANGE OF SHARES
AND APPROVING THE AGREEMENT SIGNED BETWEEN MAGNUM INDUSTRIES INC. AND CHANGZHOU
BROADWAY BUSINESS DEVELOPMENT CO. LTD, DATED AUGUST 2, 2001
MAGNUM INDUSTRIES INC.
______________________________________________________________________
Pursuant to the provisions of the Articles and By - Laws of the Company, the
following resolutions are passed as resolutions of the sole director, duly
consented to in writing.
BE IT RESOLVED THAT:
1. The Consultation Agreement signed between the Company and McLaren
Consultations Ltd, dated July 31, 2001, is hereby ratified. In accordance
with the agreement, 625,000 common shares of the Company are hereby
allotted and will be issued at a later date.
2. The Share Exchange Agreement signed between the Company and Changzhou
Broadway Business Development Co. Ltd, dated August 2, 2001, is hereby
ratified. In accordance with the terms of the agreement, 22,750,000 common
shares of the Company are hereby allotted and will be issued at a later
date.
3. The Finder's Fee and Marketing Agreement signed between the Company and En
Marine International Group Inc., dated August 2, 2001, is hereby ratified.
In accordance with the terms of the agreement, 1,625,000 common shares of
the Company are hereby allotted and will be issued at a later date.
Dated this 2nd day of August, 2001
/s/ Xxxxx Xxxxx
Director
D0
