EX-2
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is made as of 18th May, 2004 by and
between World Am Communications, Inc., a Nevada corporation ("WLDI"),
and World Am Security Venture Company, Ltd., a privately held China
corporation ("WSVC"), to be formed, capitalized and registered as
detailed elsewhere herein.
RECITALS
WHEREAS, Xxxxx Xxxx is the owner of all the issued and outstanding
shares (the "Shares") of capital stock of WSVC; and,
WHEREAS, WLDI desires to purchase from WSVC, and WSVC desires to sell
to WLDI, all the Shares in accordance with the provisions of this
Agreement.
NOW, THEREFORE, in consideration of the respective covenants contained
herein and intending to be legally bound hereby, the parties hereto
agree as follows:
AGREEMENTS
1. Purchase and Sale. Subject to the terms and conditions contained
in this Agreement, on the Closing Date, the parties shall exchange its
common stock on the basis stated below. WSVC shall sell, assign,
transfer and deliver to WLDI all of the issued and outstanding shares
of WSVC common stock representing in the aggregate one share. WLDI
shall sell, assign, transfer and deliver to WSVC and or assigns
20,000,000 shares of its issued restricted common stock being share
certificate #s 1212 and 1213, and 100 shares of convertible preferred
stock more fully described in 10. "Post Closing Obligations"
collectively referred to hereinafter as the "Purchase Price".
2. Closing. The closing (the "Closing") of the exchange of the Shares
shall take place on 18th May 2004, or at such other date, time or
place as may be agreed upon in writing by the parties hereto, but not
later than 31st May 2004 (the" Termination Date"). The date of the
Closing is sometimes herein referred to as the "Closing Date."
2.1 Items to be Delivered Immediately Prior to or at Closing. At the
Closing:
(a) WSVC shall deliver after WLDI has submitted all necessary
documentation as set forth in Exhibit A of this agreement, as
soon as practical after the closing date, to WLDI a certificate
evidencing that WLDI owns 100% of WSVC issued by Chinese
Industrial & Commercial Bureau and/or other competent Chinese
government or official entities with jurisdiction over such matters;
(b) WLDI shall deliver to WSVC a certificate or certificates
representing as set forth in 1. above;
3. Representations and Warranties of WSVC. WSVC hereby represents and
warrants to WLDI the representations and warranties, as follows:
3.1 Corporate Status. WSVC is a corporation duly organized (or to be
organized as soon as practical), validly existing and in good standing
under the Laws of China and shall become qualified to do business in
any jurisdiction where it is required to be so qualified. The Charter
Documents and bylaws of WSVC that will have been delivered to WLDI as
of the closing date hereof (or as soon as practicable thereafter) will
be current, correct and complete.
3.2 Authorization. WSVC has (or will obtain) the requisite power and
authority to execute and deliver the transaction documents to which it
is a party and to perform the transactions performed or to be
performed by it. Each transaction document executed and delivered by
WSVC will have been duly executed and delivered by WSVC and shall
constitute a valid and binding obligation of WSVC, enforceable against
WSVC in accordance with its terms.
3.3 Consents and Approvals. Except for the filings, permits,
authorizations, consents and approvals under Chinese, or United States
federal and/or state securities laws, and applicable stock exchange
regulations, which may be applicable, neither the execution and
delivery by WSVC of the transaction documents to which it is a party,
nor the performance of the transactions performed or to be performed
by WSVC, in order to obtain consent or approval, shall constitute a
Default or cause any payment obligation to arise.
3.4 Capitalization. The authorized capital stock will be deposited
in WSVC as required under Chinese law for entities of the type and
intended operations as WSVC.
3.5 Financial Statements. WSVC acknowledges that the books and
records will fairly and correctly set out and disclose in all material
respects, in accordance with generally accepted accounting principles
("GAAP"), the financial position of WSVC as at the date hereof, and
all material financial transactions of the WSVC relating to the
Business have been accurately recorded in such books and records.
However, an audit of said books and records shall be required within
45 days after the date of closing of this transaction.
3.6 Real Property. WSVC has or shall obtain the corporate power to
own or lease its property and to carry on the Business; it is duly
qualified as a corporation to do business and is in good standing with
respect thereto in each jurisdiction in which the nature of the
Business or the property owned or leased by it makes such
qualification necessary; and it has or will have on the Closing Date
all necessary licenses, permits, authorizations and consents to
operate its Business in accordance with the terms of its Business
Plan. WSVC has agreed to invest up to $5,000,000 to acquire a new
manufacturing plant and other facilities for the purpose of
manufacturing authorized products of WLDI and/or its subsidiaries. It
is understood that this investment is a requirement antecedent and
that failure to make the investment will be considered a breach of
contract that may cause irreparable harm to WLDI.
3.7 Liabilities. There are no material liabilities of WSVC of any
kind whatsoever, whether or not accrued and whether or not determined
or determinable, in respect of which WLDI may become liable on or
after the consummation of the transaction contemplated by this
agreement, other than liabilities which may be reflected on WSVC's
Financial Statements, liabilities disclosed or referred to in this
agreement or in the Schedules attached hereto, or liabilities
incurred in the ordinary course or business and attributable to the
period AFTER the date of WSVC's Financial Statements, none of which
shall have been materially adverse to the nature of the Business,
results of operations, assets, financial condition or manner of
conducting the Business.
3.8 Taxes.
(a) WSVC will have timely filed all Tax Returns, if any,
required to be filed on or before the Closing Date and all such
Tax Returns are true, correct and complete in all respects. WSVC
has paid in full on a timely basis all Taxes owed by it, whether
or not shown on any Tax Return, except where the failure to file
such return or pay such taxes would not have a Material Adverse
Effect. No claim has ever been made by any authority in any
jurisdiction where WSVC does not file Tax Returns that WSVC may
be subject to taxation in that jurisdiction.
(b) After the closing date WLDI shall be required to file any
and all such required tax returns. There are no ongoing
examinations or claims against WSVC for Taxes, and no notice of
any audit, examination or claim for Taxes, whether pending or
threatened, has been received. WSVC has not waived or extended
the statute of limitations with respect to the collection or
assessment of any Tax as of the date of this Agreement.
3.9 Subsidiaries. WSVC does not own currently, directly or
indirectly, any interest or investment (whether equity or debt) in any
corporation, partnership, limited liability company, trust, joint
venture or other legal entity.
3.10 Legal Proceedings and Compliance with Law. As of the
closing date, there is no litigation that is pending or, to WSVC's
knowledge, threatened against WSVC. To WSVC's knowledge, there has
been no default under any laws applicable to WSVC, and WSVC has not
received any notices from any governmental entity regarding any
alleged defaults under any laws. There has been no default with
respect to any court order applicable to WSVC.
3.11 Contracts. As of the closing date, WSVC is not a party to
or bound by any agreement or guarantee, warranty, indemnification,
assumption or endorsement or any other like commitment of the
obligations, liabilities (contingent or otherwise) or indebtedness of
any other person, firm or corporation, or of any products related to
the Business.
3.12 Accuracy of Information. To WSVC's knowledge, no representation
or warranty by WSVC in any Transaction Document, and no information
contained therein contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances under which such statements were made.
3.13 Finders Fees. No person retained by WSVC or WSVC is or will
be entitled to any commission or finders or similar fee in connection
with the transactions.
4. Representations and Warranties of WLDI. WLDI hereby represents and
warrants to WSVC as follows:
4.1 Corporate Status. WLDI is a corporation duly organized, validly
existing and in good standing under the Laws of the State of Nevada
and is qualified to do business in any jurisdiction where it is
required to be so qualified. The Charter Documents of WLDI that have
been delivered to WSVC as of the date hereof are effective under
applicable Laws and are current, correct and complete.
4.2 Authorization. WLDI has the requisite power and authority to
own its assets and to carry on its business. WLDI has the requisite
power and authority to execute and deliver the transaction documents
to which it is a party and to perform the transactions performed or to
be performed by it. Such execution, delivery and performance by WLDI
have been duly authorized by all necessary corporate action. Each
transaction document executed and delivered by WLDI has been duly
executed and delivered by WLDI and constitutes a valid and binding
obligation of WLDI, enforceable against WLDI in accordance with its terms.
4.3 Consents and Approvals. Except for the filings, permits,
authorizations, consents and approval under federal and/or state
securities laws, and applicable stock exchange regulations, which may
be applicable, neither the execution and delivery by WLDI of the
Transaction Documents to which it is a party, nor the performance of
the Transactions performed or to be performed by WLDI, require any
filing, consent or approval, constitute a Default or cause any payment
obligation to arise.
4.4 Capitalization. The authorized capital stock of WLDI consists of
800,000,000 shares of common stock, of which 533,033,232 shares have
been duly issued and are outstanding as fully paid and non-assessable,
as of 1st April 2004.
4.5 Financial Statements. WLDI acknowledges that the books and
records fairly and correctly set out and disclose in all material
respects, in accordance with generally accepted accounting principles
("GAAP"), the financial position of WLDI as at the date hereof, and
all material financial transactions of WLDI relating to the business
have been accurately recorded in such books and records.
4.6 Real Property. WLDI has the corporate power to own or lease its
property and to carry on the business; it is duly qualified as a
corporation to do business and is in good standing with respect
thereto in each jurisdiction in which the nature of the business or
the property owned or leased by it makes such qualification necessary;
and it has or will have on the Closing Date all necessary licenses,
permits, authorizations and consents to operate its business in
accordance with the terms of its Business Plan.
4.7 Liabilities. There are no material liabilities of WLDI of any
kind whatsoever, whether or not accrued and whether or not determined
or determinable, in respect of which WSVC may become liable on or
after the consummation of the transaction contemplated by this
agreement, other than liabilities which may be reflected on WLDI's
Financial Statements, liabilities disclosed or referred to in this
agreement or in the Schedules attached hereto, or liabilities
incurred in the ordinary course or business and attributable to the
period since the date of WLDI's Financial Statements, none of which
has been materially adverse to the nature of the Business, results of
operations, assets, financial condition or manner of conducting the
Business.
4.8 Subsidiaries. WLDI does not own, directly or indirectly, any
interest or investment (whether equity or debt) in any corporation,
partnership, limited liability company, trust, joint venture or other
legal entity, except those reported in public records.
4.9 Legal Proceedings and Compliance with Law. There is no
litigation that is pending or, to WLDI's knowledge, threatened against
WLDI, except as noted in the most recent public filings. To WLDI's
knowledge, there has been no default under any laws applicable to
WLDI, and WLDI has not received any notices from any governmental
entity regarding any alleged defaults under any Laws. There has been
no default with respect to any Court Order applicable to WLDI.
4.10 Contracts. WLDI is not a party to or bound by any agreement
or guarantee, warranty, indemnification, assumption or endorsement or
any other like commitment of the obligations, liabilities (contingent
or otherwise) or indebtedness of any other person, firm or
corporation, or of any products related to the Business.
4.11 Intellectual Property. WLDI has good and valid title to
and ownership of all Intellectual Property (defined herein as trade
marks, trade names or copyrights, patents, domestic or foreign)
necessary for its Business and operations (as now conducted and as
proposed to be conducted). There are no outstanding options, licenses
or agreements of any kind to which WLDI is a party or by which it is
bound relating to any Intellectual Property, whether owned by WLDI or
another person. To the knowledge of the WLDI, the business of WLDI as
formerly and presently conducted did not and does not conflict with or
infringe upon any Intellectual Property right, owned or claimed by
another.
4.12 Corporate Records. The minute books of WLDI contain complete,
correct and current copies of its Charter Documents and bylaws and of
all minutes of meetings, resolutions and other proceedings of its
Board of Directors and WLDI. The stock record books of WLDI are
complete, correct and current.
4.13 Finder's Fees. No Person retained by WLDI or WLDI is or
will be entitled to any commission or finder's or similar fee in
connection with the transactions, except Xxxxxx Xxxxxx.
4.14 Accuracy of Information. To WLDI's knowledge, no
representation or warranty by WLDI in any transaction document, and no
information contained therein contains any untrue statement of a
material fact or omits to state any material fact necessary in order
to make the statements contained herein or therein not misleading in
light of the circumstances under which such statements were made.
5. Covenants of WSVC.
5.1 Conduct of the Business. Except as contemplated or otherwise
consented to by WLDI in writing, after the date of this Agreement and
after the date of closing, WSVC shall carry on the business in the
ordinary course. However, (a) WSVC shall not: amend its Charter
Documents or bylaws; merge or consolidate with, or purchase
substantially all of the assets of, or otherwise acquire any business
of, any corporation, partnership or other business organization or
business division thereof; split, combine or reclassify its
outstanding capital stock; enter into any Contract or otherwise incur
any Liability outside the ordinary course of business; discharge or
satisfy any Encumbrance or pay or satisfy any material Liability
except pursuant to the terms thereof; compromise, settle or otherwise
adjust any material claim or litigation; make any capital expenditure
involving in any individual case more than $5,000; incur any
indebtedness for borrowed money or issue any debt securities; declare
or pay any dividend or other distribution on its capital stock;
materially decrease its working capital; increase the salaries or
other compensation payable to any employee, or take any action, or
fail to take any reasonable action within its control, as a result of
which a material event would be likely to occur, and (b) WSVC
preserve intact the current business organization of WSVC.
5.2 Access to Information. From the date of this Agreement to
the Closing Date, WSVC shall cause WSVC to give to WLDI and its
officers, employees, counsel, accountants and other representatives
access to and the right to inspect, during normal business hours, all
of the assets, records, contracts and other documents relating to WSVC
as the other party may reasonably request. WLDI shall not use such
information for purposes other than in connection with the
transactions contemplated by this Agreement and shall otherwise hold
such information in confidence until such time as such information
otherwise becomes publicly available and will sign such standard and
customary non-disclosure agreements as are reasonably requested by WSVC.
5.3 No Solicitation. From and after the date hereof until the
earlier of the Termination Date or the date of termination of this
Agreement pursuant to Section 11, without the prior written consent of
WLDI, WSVC will not, and will not authorize or permit any WSVC
Representative to, directly or indirectly, solicit, initiate or
encourage (including by way of furnishing information) or take any
other action to facilitate knowingly any inquiries or the making of
any proposal that constitutes or may reasonably be expected to lead to
an acquisition Proposal from any Person, or engage in any discussion
or negotiations relating thereto or accept any Acquisition Proposal.
If WSVC receives any such inquiries, offers or proposals shall (a)
notify WLDI orally and in writing of any such inquiries, offers or
proposals (including the terms and conditions of any such proposal and
the identity of the person making it), within 48 hour of the receipt
thereof, (b) keep WLDI informed of the status and details of any such
inquiry, offer or proposal, and (c) give WLDI five days' advance
notice of any agreement to be entered into with, or any information to
be supplied to, any Person making such inquiry, offer or proposal. As
used herein, "Acquisition Proposal" means a proposal or offer (other
than pursuant to this Agreement) for a tender or exchange offer,
merger, consolidation or other business combination involving any or
any proposal to acquire in any manner a substantial equity interest
in, or all or substantially all of the Assets. Notwithstanding the
foregoing, the WSVC will remain free to participate in any discussions
or negotiations regarding, furnish any information with respect to,
assist or participate in, or facilitate in any other manner, any
effort or attempt by any Person to do or seek any of the foregoing to
the extent their fiduciary duties may require.
5.4 Confidentiality. WSVC agrees that after receipt (a) all
information received by it pursuant to this Agreement and (b) any
other information that is disclosed by WLDI to it and is identified by
the WLDI as being confidential or proprietary, shall be considered
confidential information. Each Party further agrees that it shall
hold all such confidential information in confidence and shall not
disclose any such confidential information to any third party except
as required by law, regulation (including the Listing Rules) or
applicable process, provided that to the extent possible WLDI shall
have been provided with reasonable notice and the opportunity to seek
a protective order to the extent possible prior to such disclosure,
other than its counsel or accountants nor shall it use such
confidential information for any purpose other than its investment in
WLDI; provided, however, that the foregoing obligation to hold in
confidence and not to disclose confidential information shall not
apply to any information that (1) was known to the public prior to
disclosure by WLDI, (2) becomes known to the public through no fault
WSVC, (3) is disclosed to WSVC on a non-confidential basis by a third
party having a legal right to make such disclosure or (4) is
independently developed by WSVC.
5.5 Transfer of Assets and Business. WSVC shall, and shall
cause WSVC to, take such reasonable steps as may be necessary or
appropriate, in the judgment of WLDI, so that WLDI shall be placed in
actual possession and control of all of the Assets and the Business,
and WSVC shall be owned and operated as a wholly owned subsidiary of WLDI.
5.6 Disclosure of Fundraising. WSVC will disclose to WLDI any
fund raising activities, which shall occur prior to the date of
closing. Further, WSVC will assure that all regulations, rules and
laws governing such fundraising are complied with and that such funds
will only be used in the furtherance of WSVC's corporate purpose and
business plan. Prior written approval of WLDI is required to use
funds for any other purposes.
6. Covenants of WLDI.
6.1 Fulfillment of Closing Conditions. At and prior to the Closing,
WLDI shall use commercially reasonable efforts to fulfill the
conditions specified in this Agreement to the extent that the
fulfillment of such conditions is within its control. In connection
with the foregoing, each such party will (a) refrain from any actions
that would cause any of its representations and warranties to be
inaccurate in any material respect as of the Closing, (b) execute and
deliver the applicable agreements and other documents referred to
herein, (c) comply in all material respects with all applicable Laws
in connection with its execution, delivery and performance of this
Agreement and the transactions, (d) use commercially reasonable
efforts to obtain in a timely manner all necessary waivers, consents
and approvals required under any Laws, Contracts or otherwise, and (e)
use commercially reasonable efforts to take, or cause to be taken, all
other actions and to do, or cause to be done, all other things
reasonably necessary, proper or advisable to consummate and make
effective as promptly as practicable the Transactions.
6.2 Access to Information. From the date of this Agreement to
the Closing Date, the WLDI shall cause WLDI to give to WSVC and its
officers, employees, counsel, accountants and other representatives
access to and the right to inspect, during normal business hours, all
of the assets, records, contracts and other documents relating to WLDI
as the other party may reasonably request. WSVC shall not use such
information for purposes other than in connection with the
transactions contemplated by this Agreement and shall otherwise hold
such information in confidence until such time as such information
otherwise becomes publicly available and will sign such standard and
customary non-disclosure agreements as are reasonably requested by WLDI.
6.3 No Solicitation. From and after the date hereof until the
earlier of the Termination Date or the date of termination of this
Agreement pursuant to Section 11, without the prior written consent of
WSVC, WLDI will not, and will not authorize or permit WLDI
Representative to, directly or indirectly, solicit, initiate or
encourage (including by way of furnishing information) or take any
other action to facilitate knowingly any inquiries or the making of
any proposal that constitutes or may reasonably be expected to lead to
an acquisition Proposal from any Person, or engage in any discussion
or negotiations relating thereto or accept any Acquisition Proposal.
If WLDI receives any such inquiries, offers or proposals shall (a)
notify WSVC orally and in writing of any such inquiries, offers or
proposals (including the terms and conditions of any such proposal and
the identity of the person making it), within 48 hour of the receipt
thereof, (b) keep WSVC informed of the status and details of any such
inquiry, offer or proposal, and (c) give WSVC five days' advance
notice of any agreement to be entered into with, or any information to
be supplied to, any Person making such inquiry, offer or proposal. As
used herein, "Acquisition Proposal" means a proposal or offer (other
than pursuant to this Agreement) for a tender or exchange offer,
merger, consolidation or other business combination involving any or
any proposal to acquire in any manner a substantial equity interest
in, or all or substantially all of the Assets. Notwithstanding the
foregoing, the WLDI will remain free to participate in any discussions
or negotiations regarding, furnish any information with respect to,
assist or participate in, or facilitate in any other manner, any
effort or attempt by any Person to do or seek any of the foregoing to
the extent their fiduciary duties may require.
6.4 Confidentiality.
WLDI agrees that after receipt (a) all information received by it
pursuant to this Agreement and (b) any other information that is
disclosed by WSVC to it and is identified by the WSVC as being
confidential or proprietary, shall be considered confidential
information. Each Party further agrees that it shall hold all such
confidential information in confidence and shall not disclose any such
confidential information to any third party except as required by law,
regulation (including the Listing Rules) or applicable process,
provided that to the extent possible WSVC shall have been provided
with reasonable notice and the opportunity to seek a protective order
to the extent possible prior to such disclosure, other than its
counsel or accountants nor shall it use such confidential information
for any purpose other than its investment in WSVC; provided, however,
that the foregoing obligation to hold in confidence and not to
disclose confidential information shall not apply to any information
that (1) was known to the public prior to disclosure by WLDI, (2)
becomes known to the public through no fault WLDI, (3) is disclosed to
WLDI on a non-confidential basis by a third party having a legal right
to make such disclosure or (4) is independently developed by WLDI.
6.5 Disclosure of Fundraising. WLDI will disclose to WSVC any
fund raising activities which shall occur prior to the date of
closing. Further, WLDI will assure that all regulations, rules and
laws governing such fundraising are complied with and that such funds
will only be used in the furtherance of WLDI's corporate purpose and
business plan. Prior written approval of WSVC is required to use
funds for any other purposes.
7. Mutual Covenants.
7.1 Fulfillment of Closing Conditions. At and prior to the
Closing, each party shall use commercially reasonable efforts to
fulfill, and to cause each other to fulfill, as soon as practicable
after the conditions specified in this Agreement to the extent that
the fulfillment of such conditions is within its or his control. In
connection with the foregoing, each party will (a) refrain from any
actions that would cause any of its representations and warranties to
be inaccurate as of the Closing, and take any reasonable actions
within its control that would be necessary to prevent its
representations and warranties from being inaccurate as of the
Closing, (b) execute and deliver the applicable agreements and other
documents referred to herein, (c) comply in all material respects with
all applicable Laws in connection with its execution, delivery and
performance of this Agreement and the Transactions, (d) use
commercially reasonable efforts to obtain in a timely manner all
necessary waivers, consents and approvals required under any Laws,
Contracts or otherwise, (e) use commercially reasonable efforts to
take, or cause to be taken, all other actions and to do, or cause to
be done, all other things reasonably necessary, proper or advisable to
consummate and make effective as promptly as practicable the
Transactions.
7.2 Disclosure of Certain Matters. WSVC on the one hand, and
WLDI, on the other hand, shall give WLDI and WSVC, respectively,
prompt notice of any event or development that occurs that (a) had it
existed or been known on the date hereof would have been required to
be disclosed by such party under this Agreement, (b) would cause any
of the representations and warranties of such party contained herein
to be inaccurate or otherwise misleading, except as contemplated by
the terms hereof, or (c) gives any such party any reason to believe
that any of the conditions set forth in this Agreement will not be
satisfied prior to the Termination Date (defined below).
7.3 Public Announcements. WSVC and WLDI shall consult with each
other before issuing any press release or making any public statement
with respect to this Agreement and the Transactions and, except as may
be required by applicable law, none of such Parties nor any other
Parties shall issue any such press release or make any such public
statement without the consent of the other parties hereto.
7.4 Confidentiality. If the Transactions are not consummated,
each party shall treat all information obtained in its investigation
of another party or any affiliate thereof, and not otherwise known to
them or already in the public domain, as confidential and shall not
use or otherwise disclose such information to any third party and
shall return to such other party or affiliate all copies made by it or
its representatives of Confidential Information provided by such other
party or affiliate.
8. Conditions Precedent to Obligations of WLDI. All obligations of
WLDI to consummate the Transactions are subject to the satisfaction
prior thereto of each of the following conditions:
8.1 Representations and Warranties. The representations and
warranties of WLDI contained in this Agreement shall be true and
correct on the date hereof and (except to the extent such
representations and warranties speak as of an earlier date) shall also
be true and correct on and as of the Closing Date with the same force
and effect as if made on and as of the Closing Date.
8.2 Agreements, Conditions and Covenants. WLDI shall have
performed or complied with all agreements, conditions and covenants
required by this Agreement to be performed or complied with by it on
or before the Closing Date.
8.3 Legality. No Law or Court Order shall have been enacted,
entered, promulgated or enforced by any court or governmental
authority that is in effect and has the effect of making the purchase
and sale of the Assets illegal or otherwise prohibiting the
consummation of such purchase and sale.
9. Conditions Precedent to Obligations of WSVC. All obligations of
WLDI to consummate the Transactions are subject to the satisfaction
(or waiver) prior thereto of each of the following conditions:
9.1 Representations and Warranties. The representations and
warranties of WSVC contained in this Agreement shall be true and
correct on the date hereof and (except to the extent such
representations and warranties speak as of an earlier date) shall also
be true and correct on and as of the Closing Date, except for changes
contemplated by this Agreement, with the same force and effect as if
made on and as of the Closing Date.
9.2 Agreements, Conditions and Covenants. WSVC shall have
performed or complied in all material respects with all agreements,
conditions and covenants required by this Agreement to be performed or
complied with by them on or before the Closing Date.
9.3 Legality. No Law or Court Order shall have been enacted,
entered, promulgated or enforced by any court or governmental
authority that is in effect and (a) has the effect of making the
purchase and sale of the Assets illegal or otherwise prohibiting the
consummation of such purchase and sale or (b) has a reasonable
likelihood of causing a Material Adverse Effect.
10. Cost-Closing Obligations.
(a) After closing, Xxxxx Xxxx will become director emeritus
of WLDI; subject to normal procedure for nomination and election
of such new members;
(b) In order to accomplish a fair exchange in the valuation
of shares exchanged, WLDI shall issue 100 Convertible Preferred
Shares to Xxxxx Xxxx; the shares shall be convertible to the
number of shares of WLDI common stock required to equal the
verified/audited amount of capital invested in WSVC by Xxxxx Xxxx
less the value on the date of conversion of the 20,000,000 shares
of common stock issued at closing of this agreement. In the event
WLDI does not have sufficient shares to allow for this
conversion, WLDI will make other arrangements to compensate Xxxxx
Xxxx for the differential in value. No conversion shall be
allowed until the earlier of six months after the date of closing
or 90 days following any reverse split of the common shares of
WLDI. The proxy for all such shares issued shall vest with Xxxxx
X. Xxxxxxxxx.
11. Termination
11.1 Grounds for Termination. This Agreement may be terminated
at any time before the Closing Date:
(a) By mutual written consent of WSVC and WLDI;
(b) By WSVC or WLDI if the Closing shall not have been
consummated on or before the Termination Date; provided, however,
that the right to terminate this Agreement shall not be available
to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of
the Closing to occur on or before the Termination Date;
(c) By WSVC or WLDI if a court of competent jurisdiction or
govern mental, regulatory or administrative agency or commission
shall have issued a Court Order (which Court Order the parties
shall use commercially reasonable efforts to lift) that
permanently restrains, enjoins or otherwise prohibits the
Transactions, and such Court Order shall have become final and
non-appealable;
(d) By WLDI, if WSVC shall have breached, or failed to comply
with, any of its obligations under this Agreement or any
representation or warranty made by WSVC shall have been incorrect
when made, and such breach, failure or misrepresentation is not
cured within 20 days after notice thereof, including failure to
keep WLDI current in its filings and honor existing agreements;
and
(e) By WSVC, if WLDI shall have breached, or failed to comply
with any of its obligations under this Agreement or any
representation or warranty made by it shall have been incorrect
when made, and such breach, failure or misrepresentation is not
cured within 20 days after notice thereof, and in either case,
any such breaches, failures or misrepresentations, individually
or in the aggregate, results or would reasonably be expected to
affect materially and adversely the benefits to be received by
the WSVC hereunder.
11.2 Effect of Termination. If this Agreement is terminated
pursuant to Section 11.1, the agreements contained in Section 7.4
shall survive the termination hereof and any party may pursue any
legal or equitable remedies that may be available if such termination
is based on a breach of another party.
12. General Matters.
12.1 Arbitration. Any dispute concerning the interpretation or
execution of this agreement which cannot be settled amicably between
the parties shall be referred, at the request of one of the parties,
to an arbitrator designated by mutual agreement between the said
parties. If the parties are unable to designate an arbitrator within
thirty days of receipt of the notification of a request for
arbitration, the arbitrator shall be appointed, at the request of one
of the parties, by the States. The place of arbitration shall be Las
Vegas, Nevada. The arbitrator's decision shall be final and binding
and no appeal to a court or any other jurisdiction shall be allowed.
12.2 Contents of Agreement. This Agreement, together with the
other Transaction Documents, sets forth the entire understanding of
the parties with respect to the transactions and supersedes all prior
agreements or understandings among the parties regarding those matters.
12.3 Amendment, Parties in Interest, Assignment, Etc. This
Agreement may be amended, modified or supplemented only by a written
instrument duly executed by each of the parties hereto. If any
provision of this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective heirs, legal representatives,
successors and permitted assigns of the parties. Nothing in this
Agreement shall confer any rights upon any Person other than WSVC and
WLDI and their respective heirs, legal representatives, successors and
permitted assigns. No party hereto shall assign this Agreement or any
right, benefit or obligation hereunder. Any term or provision of this
Agreement may be waived at any time by the party entitled to the
benefit thereof by a written instrument duly executed by such party.
12.4 Further Assurances. At and after the Closing, WSVC and WLDI
shall execute and deliver any and all documents and take any and all
other actions that may be deemed reasonably necessary by their
respective counsel to complete the Transactions.
12.5 Interpretation. Unless the context of this Agreement clearly
requires otherwise, (a) references to the plural include the singular,
the singular the plural, the part the whole, (b) references to any
gender include all genders, (c) "or" has the inclusive meaning
frequently identified with the phrase "and/or," (d) "including" has
the inclusive meaning frequently identified with the phrase "but not
limited to" and (e) references to "hereunder" or "herein" relate to
this Agreement. The section and other headings contained in this
Agreement are for reference purposes only and shall not control or
affect the construction of this Agreement or the interpretation
thereof in any respect. Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified. Each
accounting term used herein that is not specifically defined herein
shall have the meaning given to it under GAAP. Any reference to a
party's being satisfied with any particular item or to a party's
determination of a particular item presumes that such standard will
not be achieved unless such party shall be satisfied or shall have
made such determination in its sole or complete discretion.
12.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be binding as of the date first
written above, and all of which shall constitute one and the same
instrument. Each such copy shall be deemed an original.
12.7 Schedules. Any items listed or described on Schedules shall
be listed or described under a caption that identifies the Sections of
this Agreement to which the item relates.
13. Notices. All notices that are required or permitted hereunder
shall be in writing and shall be sufficient if personally delivered or
sent by mail, facsimile message or Federal Express or other delivery
service. Any notices shall be deemed given upon the earlier of the
date when received at, or the third day after the date when sent by
registered or certified mail or the day after the date when sent by
Federal Express to, the address or fax number set forth below, unless
such address or fax number is changed by notice to the other Party hereto:
If to WSVC:
Jian (Xxxxx) Xxxx, Managing Director
A 5011, Chateau Agency, Xx. 0 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx, Xxxxx 000000
If to WLDI:
Xxxxx Xxxxxxxxx, President
0000 Xxxx 000xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
14. Governing Law. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Nevada without regard to
its provisions concerning conflict of laws.
IN WITNESS WHEREOF, this Acquisition Agreement has been executed by
the parties hereto as of the day and year first written above.
WLDI
By: /s/ Xxxxx X Xxxxxxxxx
Xxxxx Xxxxxxxxx, CEO
WSVC
By: /s/ Xxxxx Xxxx
Xxxxx Xxxx, Managing Director
Exhibit A
The following is the necessary documentation that must be submitted
by WLDI in accordance of the Terms and Conditions of the Share
Exchange Agreement.
- Certificate of Good Standing for WLDI with seal
- Articles of Incorporation and any amendments for WLDI
- Bank reference letter
- 2 years financials (10K for year 2002 and 2003)
- Resolution from WLDI CEO and Chairman for the initial Board of
Directors of the wholly foreign owned enterprise
- Certification of signature of Xxxxx X Xxxxxxxxx
- Passport page and four passport photos of the nominated Board of
Directors
- Power of Attorney from WLDI to Xxxxx Xxxx concerning any and all
aspects of the formation of the wholly foreign owned enterprise
- If office space in Beijing then a leasing agreement concerning
WLDI for the office space
- Payment of any and all registration fees as required and
estimated to be approximately $18,000 (USD)
