Exhibit 10.2
China World Trade Corporation
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SETTLEMENT AGREEMENT
This Agreement dated 5 December 2003 entered into between and by:
Party A: China World Trade Corporation, x/x 0xx Xxxxx Xxxxxxxx
Network Center, 138 Tiyu Road East, Tianhe, Guangzhou,
the PRC 510620
Party B: Mr. Chi Xxxx XXXXX c/o Room 1217, 12/F., The Xxxxxxxxxx Xxxxx,
00 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx
RECITALS
Party A is a public company with business provided in the major areas
of business recreational club, management consultancy, and credit cards and
agency services; and Party A owed Party B a total amount of US$456,661.73 (the
"Consideration Amount") in cash advance to Party A for its working capital as of
15 November 2003.
WHEREAS:
1. Party B agrees to convert the Consideration Amount that Party A owed
into the shares of the common stock of Party A which shall rank
pari-passu to the existing common stock; and Party A agrees to issue or
cause to issue a total of Seven Hundred Sixty-one Thousand One Hundred
and Three shares (761,103) of its common stock to Party B for the
settlement of the Consideration Amount (the "Transaction").
2. Party A agrees to pay for all the expenses in relation to the issuance
of its shares of common stock to Party B.
3. Upon signing of this Agreement and the completion of the issuance of
shares of the common stock of Party A to Party B, neither Party A nor
Party B would claim the counter party for any form of additional damage
and/or settlement regarding the Consideration Amount.
4. Both parties agree to keep all information regarding the Transaction
and its business or affairs which are known to the Parties in
connection with this Agreement strictly confidential and shall release
such information only to parties authorized by either party.
5. This Agreement shall be governed by the laws of the Hong Kong Special
Administrative Region and the Parties shall submit to the jurisdiction
thereof.
For and on behalf of For and on behalf of
Party A Party B
/s/ XXXXX XXXXX /s/ CHI XXXX XXXXX
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Name: Xxxxx Xxxxx Name: Chi Xxxx XXXXX
Director
