Exhibit 2
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), is entered into as of
the 8th day of June, 2004, by and among: (i) Globus Growth Group, Inc., a New
York corporation ("Globus"), whose shares of common stock are registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and which files the periodic and other reports required thereby, (ii)
China Biopharmaceuticals Holdings, Inc., a Delaware corporation (the
"Corporation"), (iii) China Biopharmaceuticals Corp., a British Virgin Islands
company ("CBC"), the holding company which shall by the time of Closing own 90%
ownership interest of NanJing Keyuan Pharmaceutical R&D Co., Ltd. ("Keyuan"),
(iv) Keyuan, a company established in the People's Republic of China ("China")
and engaged in drug discovery and manufacturing business in China and (v) Peng
Mao as the sole shareholder of CBC (the "CBC Shareholder"). Globus, the
Corporation, CBC, Keyuan and the CBC Shareholder are referred to collectively as
the "Parties".
WHEREAS, Globus, the Corporation, CBC, the CBC Shareholder and Keyuan have
determined that the acquisition by the Corporation of CBC is advisable and in
the best interests of their respective companies and stockholders, and presents
an opportunity for their respective companies to achieve long-term strategic and
financial benefits;
WHEREAS, the Corporation has proposed to acquire CBC pursuant to an
exchange transaction whereby, pursuant to the terms and subject to the
conditions of this Agreement and in accordance with applicable law, CBC shall
become a wholly owned subsidiary of the Corporation (the "Exchange") in
consideration for the issuance of shares of common stock of the Corporation (the
"Corporation Common Shares") to the CBC Shareholder constituting 90% of the then
issued and outstanding Corporation Common Shares on a fully diluted basis;
WHEREAS, the Corporation Common Shares to be issued to the CBC Shareholder
(the "Issuable Shares") shall be issued or reserved for issuance, as the case
may be, in exchange for 100% of the shares of capital stock of CBC on a fully
diluted basis (the "CBC Shares");
WHEREAS, the Parties hereto contemplate that the Corporation shall have
consummated a merger (the "Merger") of Globus with and into the Corporation,
pursuant to an Agreement and Plan of Merger the principal purpose of which shall
be to provide for the reincorporation of Globus into the State of Delaware (the
"Merger Agreement"), which Merger shall have become effective immediately prior
to the closing of the Exchange;
WHEREAS, the obligation of each of the parties to this Agreement to effect
the Exchange is subject to the conditions hereinafter set forth, including but
not limited to consummation of the Merger;
WHEREAS, the parties intend that the Exchange qualify as a tax free
"reorganization" within the meaning of Section 368(a) (1) (B) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the parties intend this
Agreement to qualify as a "plan of reorganization" within the meaning of
Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).
WHEREAS, the Parties are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act").
NOW THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the Parties to be derived herefrom, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
As an inducement to, and to obtain the reliance of CBC, the Corporation,
represents and warrants as follows:
1.1 Organization. The Corporation is a company duly organized and validly
existing under the laws of Delaware and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business. Schedule 1.1 includes: (i) a
certified copy of the Certificate of Incorporation of the Corporation in effect
as of the date of this Agreement, (ii) the bylaws of the Corporation in effect
as of the date of this Agreement, and (iii) certificate of good standing of the
Corporation issued by the Delaware Secretary of State and dated within one (1)
day prior to the date of this Agreement.
1.2 Due Authorization. The Corporation has taken, or will have taken prior to
Closing (as defined below), all actions required by law, its certificate of
incorporation, its bylaws, or otherwise to authorize the execution and delivery
of this Agreement. No authorization, approval, consent, or order of, or
registration, declaration, or filing with, any court or other governmental body
is required in connection with the execution and delivery by the Corporation of
this Agreement and consummation by the Corporation of the transactions
contemplated by this Agreement.
1.3 Absence of Violation. The execution and delivery of this Agreement, and all
exhibits hereto does not and the consummation of the transactions contemplated
hereby and thereby will not (i) conflict with, violate, result in a breach of or
constitute a default under any provision of the Certificate of Incorporation (as
amended) or bylaws or other organizational documents of the Corporation; (ii)
violate, conflict with or result in the breach or termination of or
modification, or otherwise give any other contracting party the right to
terminate or modify, or constitute a default, with or without notice, the lapse
of time or both, or cause the acceleration of any obligation, under the terms of
any contract to which the Corporation is a party, (iii) result in the creation
of any lien, charge or encumbrance upon the properties or other assets of the
Corporation, or (iv) conflict with, violate, result in a breach of or constitute
a default under any judgment, order, injunction, decree or award against, or
binding upon, the Corporation or upon any of its properties or assets.
1.4 Consents. The Corporation is not subject to any law, ordinance, regulation,
rule, order, judgment, injunction, decree, charter, bylaw, contract, commitment,
lease, agreement, instrument or other restriction of any kind which would
prevent the Corporation from performing the terms of this Agreement or any of
the transactions contemplated hereby without the consent of any third party, or
which would require the consent of any third party for the consummation of this
Agreement or any of the transactions contemplated hereby, or which would result
in any penalty, forfeiture or other termination as a result of such
consummation.
1.5 Binding Obligation. When executed by the Corporation, this Agreement and all
exhibits hereto and the representations and warranties contained herein and
therein will constitute a valid and binding obligation of the Corporation
enforceable in accordance with their respective terms.
1.6 Capitalization and Outstanding Shares. There are 210,000,000 shares of
capital stock of the Corporation (the "Corporation Capital Shares") authorized,
consisting of 200,000,000 Corporation Common Shares, $0.01 par value per share,
and 10,000,000 shares of "blank check" preferred stock (the "Corporation
Preferred Shares").
At the Closing Date (as hereinafter defined), there will be an aggregate of up
to 2,500,000 Corporation Common Shares issued and outstanding and no Corporation
Preferred Shares. Except as provided in this Agreement, no person is entitled to
any rights with respect to the issuance or transfer of the Corporation Common
Shares. The outstanding Corporation Capital Shares will on the Closing Date be
validly issued, fully paid, non-assessable, not subject to pre-emptive rights
and will have been issued in compliance with all state and federal securities
laws or other applicable law.
1.7 Issuable Shares. The Issuable Shares issuable to the CBC Shareholder as the
holder of the CBC Shares will when issued pursuant to this Agreement be duly and
validly authorized and issued, fully paid and non-assessable.
1.8 Compliance With Laws and Regulations. The Corporation has complied with all
applicable statutes and regulations of any federal, state, or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets, or
condition of the Corporation or except to the extent that noncompliance would
not result in the occurrence of any material liability for the Corporation.
1.9 Litigation. There are no claims, actions, suits, proceedings or
investigations pending or, to the knowledge of the Corporation's management,
threatened against the Corporation or any of its assets or business or this
Agreement or any exhibit hereto, at law or in equity, by or before any court,
arbitrator or governmental authority, domestic or foreign.
1.10 No Bankruptcy. There has not been filed any petition or application, nor
any proceeding commenced by or against the Corporation with respect to any
assets of the Corporation under any law, domestic or foreign, relating to
bankruptcy, reorganization, fraudulent transfer, compromise, arrangements,
insolvency, readjustment of debt or creditors' rights, and no assignment has
been made by the Corporation for the benefit of creditors generally.
1.11 No Shareholders' Agreement. Except for this Agreement and any agreements
incorporated as exhibits hereto, there is no agreement which governs or purports
to govern the shareholdings of the Corporation or which restricts or purports to
restrict the exercise by any shareholder of the Corporation of his rights as a
shareholder of the Corporation, including without restriction, any such
agreement, arrangement, commitment or understanding restricting or otherwise
relating to the voting, dividend rates or disposition of the shares (or units or
other equity interest, as the case may be) of the Corporation.
1.12 Acquisition of Equity Securities. There is no share option plan or other
arrangement to acquire any equity securities of the Corporation or securities
convertible or exercisable into or exchangeable for, or which otherwise confer
on the holder thereof any right to acquire, any such additional equity
securities, as the case may be, except (i) as disclosed in this Agreement, or
(ii) as provided on Schedule 1.12 hereto.
1.13 Financial Statements.
(a) The Corporation has made available to CBC, through reference to
documents filed with the Securities Exchange Commission (the "Commission")
through the Commission's Electronic Data Gathering Analysis and Retrieval
("XXXXX"), a correct and complete copy of each report, schedule and registration
statement filed by Globus, as the predecessor of the Corporation as the
surviving entity in the Merger (as so surviving, the "Surviving Entity"), on
XXXXX (the "SEC Reports").
(b) Each set of consolidated financial statements (including, in each
case, any related notes thereto) contained in the SEC Reports was prepared in
accordance with GAAP applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes thereto and except that
unaudited statements do not contain footnotes in substance or form required by
GAAP, as is permitted by the Exchange Act).
1.14 Tax Returns. Except as set forth on Schedule 1.14, all required tax returns
and information returns and reports of or relating to any tax and the
information and data contained therein have been properly and accurately
compiled and completed in all material respects, and filed in a timely manner
with the appropriate taxation authority for the Corporation.
1.15 Guarantees. The Corporation does not have any outstanding contracts or
commitments guaranteeing (or indemnifying or making contribution to others for
breaches in connection with) the payment or collection or the performance of the
obligations of others, and none of them has entered into any deficiency
agreements, or issued any comfort letters, or otherwise granted any material
financial assistance to any person, firm, corporation or other entity.
1.16 No Non-Competition Agreement. There is no restriction agreement nor any
non-solicitation or non-competition agreement or other agreement restricting in
any way the carrying on of the business of the Corporation binding upon the
Corporation.
1.17 Real Property. Except as set forth on Schedule 1.17 (a), the Corporation
does not own any real or otherwise immovable property. Except as set forth on
Schedule 1.17 (b), the Corporation does not hold as tenant any leases.
1.18 Employment Matters. Except as set forth on Schedule 1.18 (a), the
Corporation does not have any employment, consulting or severance contract,
arrangement or understanding with any person whomsoever. The Corporation has not
granted any "golden parachute" to any of its past or present employees. Except
as disclosed on Schedule 1.18 (b), the salaries and bonuses of all officers and
employees of the Corporation have been paid in full by the Corporation. The
Corporation is in compliance in all material respects with all applicable laws
relating to employment in all relevant jurisdictions. There is no pending or
outstanding employment dispute within the Corporation.
1.19 Intellectual Property. The Corporation has not and is not violating any
patents, material trade marks, trade names, copyrights, service marks,
applications therefore and other industrial and intellectual property.
1.20 Issuance of Shares Exempt from Registration. The issuance of the Issuable
Shares to CBC Shareholder is exempt from registration under United States
federal and state securities laws and regulations.
1.21 No Materially Adverse Undisclosed Facts. There is no fact known to the
management of the Corporation which has not previously been disclosed in writing
to CBC which may in the reasonable expectation of the Corporation's management
materially adversely affect the Corporation or its respective assets,
properties, business, prospects, operation or condition (financial or otherwise)
and no state of facts is known to the management of the Corporation that would
operate to prevent the Corporation from continuing to carry on its business in
the manner in which carried on at the date hereof.
1.22 Absence of Certain Changes or Events. Except as contemplated by this
Agreement, the Merger Agreement or any transactions or developments contemplated
thereby, from the date of this Agreement until the completion of the Closing (as
described below) the Corporation will, other than as disclosed in writing to
CBC, not: (i) incur any liability or obligation whatsoever, secured or
unsecured, direct or indirect, other than in the ordinary and usual course of
its business; (ii) enter into any contracts or agreements whatsoever, other than
in the ordinary and usual conduct and course of its business; (iii) change any
of its accounting methods, principles, practices or policies; (iv) cease to
operate its properties, if any, or fail to maintain any of its properties,
rights and assets consistently with past practices; (v) sell or otherwise in any
way alienate or dispose of any of its assets other than in the ordinary course
of business and in a manner consistent with past practices; (vi) modify its
Certificate of Incorporation, Bylaws or capital structure; (vii) make any
dividend to any of its shareholders or to any affiliate or associate thereof, or
reserve or declare any dividend; (viii) other than the ordinary course of
business, grant to any customer any special allowance or discount, or change its
pricing, credit or payment policies; (ix) make any loan or advance, or assume,
guarantee or otherwise become liable with respect to the liabilities or
obligations of any person, or (x) purchase or otherwise acquire any shares or
other equity security, as the case may be, in any person.
The Corporation further represents that, except as described in its SEC
Reports, there have not been any transactions, agreements, arrangements or
payments (including, without limitation, salaries, bonuses, royalties or fees)
relating to or affecting the Corporation or its business: (i) involving any
related entity of the Corporation, (ii) involving any current or former
director, officer, shareholder of the Corporation, or (iii) involving any member
of the immediate family of any individual described in clause (ii) above, (iv)
involving any other person not acting at arm's length with the Corporation or
(v) not otherwise at arm's length.
1.23 Reliance. All representations and warranties of the Corporation contained
herein, shall be deemed to have been relied upon by CBC and Keyuan
notwithstanding any investigation heretofore or hereafter made by CBC or by its
counsel and shall survive the date hereof and continue in full force and effect
for the benefit of CBC and Keyuan
until the limitation period under any applicable tax statute has expired or, in
all other cases, until the first anniversary of the date hereof.
1.24 Assets and Liabilities at the Time of Closing. At the time of the Closing ,
the Corporation shall have no liabilities and no assets other than the cash in
the Corporation's bank account in the approximate amount of $250,000 plus the
additional amounts of funds sufficient to pay for the reasonable fees to be
incurred in connection with obtaining clearance from the NASD of the Form
15(c)(2)(11) to be filed for purposes of having the Corporation Common Stock
quoted on the NASD OTC Bulletin Board.
1.25 Restriction of Sale of Shares by Principal Shareholders of the Corporation.
The Corporation shall have entered into the lock-up agreement attached hereto as
Exhibit A with the Principal Shareholders listed on Schedule 1.25 hereof (the
"Lock-up Agreement"), which Lock-up Agreement shall restrict the direct or
indirect sale of shares of the Corporation Common Stock by the Principal
Shareholders such that they can only sell 7.5% of their shares of the
Corporation Common Stock every three months starting from the first day of the
trading of the shares of the Corporation Common Stock on any trading system or
exchange.
1.26 Reporting Status. Subsequent to the Merger and prior to Closing, the
Corporation shall be a reporting company which files periodic and other reports
with the Commission under the Exchange Act and whose shares of common stock are
registered under Section 12(g) of such Exchange Act in the same capacity as is
applicable to Globus as of the date hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF CBC AND KEYUAN
As an inducement to, and to obtain the reliance of the Corporation, each of CBC
and Keyuan, jointly and severally, represents and warrants, as of the date of
this Agreement and as of the Effective Time, as follows:
2.1 Organization.
(a) Keyuan is a company duly organized, validly existing and in good
standing under the laws of China and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business.
(b) CBC is a company duly organized, validly existing and in good standing
under the laws of British Virgin Islands and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business. Schedule 2.1 (b) includes:
(i) a certified copy of the Memorandum of Association of CBC in effect as of the
date of this Agreement, and (ii) the Articles of Association of CBC in effect as
of the date of this Agreement.
2.2 Due Authorization. CBC has taken, or will have taken prior to Closing (as
defined below) all actions required by law, CBC's Memorandum of Association or
Articles of Association, as the case may be, or otherwise to authorize the
execution and delivery of this Agreement. No authorization, approval, consent,
or order of, or registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution and delivery by
CBC or Keyuan of this Agreement and consummation by CBC or Keyuan of the
transactions contemplated by this Agreement.
2.3 Absence of Violation. The execution and delivery of this Agreement, and all
exhibits hereto does not and the consummation of the transactions contemplated
hereby and thereby will not (i) conflict with, violate, result in a breach of or
constitute a default under any provision of the Memorandum of Association,
Articles of Association (each as amended) or other organizational documents of
CBC, as applicable; (ii) violate, conflict with or result in the
breach or termination of or modification, or otherwise give any other
contracting party the right to terminate or modify, or constitute a default,
with or without notice, the lapse of time or both, or cause the acceleration of
any obligation, under the terms of any contract to which CBC or Keyuan is a
party, (iii) result in the creation of any lien, charge or encumbrance upon the
properties or other assets of CBC or Keyuan, or (iv) conflict with, violate,
result in a breach of or constitute a default under any judgment, order,
injunction, decree or award against, or binding upon CBC or Keyuan, or upon any
of the properties or assets of CBC or Keyuan.
2.4 Consents. No consent, waiver, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other federal, state, county, local or other foreign governmental
authority, instrumentality, agency or commission or any third party, including a
party to any agreement with CBC or Keyuan, is required by or with respect to CBC
or Keyuan in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
2.5 Binding Obligation. When executed by CBC and Keyuan, this Agreement, and all
exhibits hereto and the representations and warranties contained herein and
therein will constitute a valid and binding obligation of CBC and Keyuan,
jointly and severally, enforceable in accordance with their respective terms.
2.6 Capitalization and Outstanding Shares.
(a) CBC
(i) There are 50,000 CBC Shares, consisting of 50,000 ordinary
shares, $1.00 par value per share (the "CBC Ordinary Shares") and no preference
shares (the "CBC Preference Shares"). As of the date of this Agreement, there
were 5,000,000 CBC Shares issued and outstanding , consisting of 5,000,000 CBC
Ordinary Shares and no CBC Preference Shares. Except as disclosed on Schedule
2,6 (a) (i) hereto, no CBC Shares have been reserved for issuance to any person,
and there are no other outstanding rights, warrants, options or agreements for
the purchase of CBC Shares except as provided in this Agreement.
(ii) Except as disclosed on Schedule 2.6(a) (ii) hereto, no person
is entitled to any rights with respect to the exchange or delivery of the CBC
Shares. The CBC Shares have been issued in compliance with all applicable law
and are validly issued, fully paid, and non-assessable and not issued in
violation of the pre-emptive or other rights of any person.
(b) Keyuan
The authorized capitalization of Keyuan consists of an unlimited
number of limited liability company membership interests. CBC shall own 90% of
such membership interests, on a fully diluted basis, of Keyuan at the Closing
Date
2.7 Options or Warrants or Subscriptions. Except as set forth in Schedule 2.7 to
this Agreement, there are no existing options, warrants, calls, subscriptions or
commitments of any character relating to any equity securities of CBC or Keyuan,
including, without limitation, the CBC Shares.
2.8 Compliance With Laws and Regulations. CBC has complied with all applicable
statutes and regulations of the British Virgin Islands, and Keyuan has complied
with all applicable statutes and regulations of China, except to the extent that
noncompliance would not (i) materially and adversely affect the business,
operations, properties, assets, or condition of CBC or Keyuan, or (ii) result in
the occurrence of any material liability for CBC and Keyuan.
2.9 Litigation. There are no claims, actions, suits, proceedings or
investigations pending or threatened or reasonably anticipated against or
affecting CBC or Keyuan or any assets or business of either CBC or Keyuan or
this Agreement or any exhibit hereto, at law or in equity, by or before any
court, arbitrator or governmental authority, domestic or foreign.
2.11 No Bankruptcy. There has not been filed any petition or application, nor
any proceeding commenced by or against CBC or Keyuan with respect to any assets
of CBC or Keyuan under any law, domestic or foreign, relating to
bankruptcy, reorganization, fraudulent transfer, compromise, arrangements,
insolvency, readjustment of debt or creditors' rights, and no assignment has
been made by CBC or Keyuan for the benefit of creditors generally.
2.12 No Option Plan. There is no share option plan or similar plan to acquire
any additional shares or units or other equity interests, as the case may be, of
CBC or securities convertible or exercisable into or exchangeable for, or which
otherwise confer on the holder thereof any right to acquire, any such additional
shares or units or equity interests, as the case may be.
2.13 Financial Statements of Keyuan.
(a) Each set of consolidated financial statements (including, in each
case, any related notes thereto) contained in the audited financial statements
of Keyuan as attached hereto as Schedule 2.13(a) and incorporated herein by
reference and made an integral part hereof (the "Keyuan Financial Statements"),
was prepared in accordance with GAAP applied on a consistent basis throughout
the periods involved (except as may be indicated in the notes thereto and except
that unaudited statements do not contain footnotes in substance or form required
by GAAP, as is permitted by the Exchange Act).
(b) The Keyuan Financial Statements are true, correct and complete and
accurately reflect the financial condition of Keyuan as of each of period
reflected therein. The Keyuan Financial Statements fairly present the financial
condition of Keyuan and the results of its operations and cash flows as of the
dates thereof. The Keyuan Financial Statements include all adjustments necessary
to present fairly the information for such period.
(c) To the knowledge of CBC and Keyuan, except as disclosed in the Keyuan
Financial Statements, there has been no material change in the financial
condition, operations or business of Keyuan since December 31, 2003.
(d) Schedule 2.13(a)(iv) hereof lists, and Keyuan has delivered to the
Corporation copies of the documentation creating or governing, all
securitization transactions and "off-balance sheet arrangements" (as defined in
Item 303(c) of Regulation S-K of the Commission) effected by Keyuan or its
subsidiaries since December 31, 2001.
(e) Except as otherwise disclosed in the Keyuan Financial Statements,
Keyuan does not have any material liabilities.
2.14 Tax Returns. Except as set forth on Schedule 2.14, all required tax returns
and information returns and reports of or relating to any tax and the
information and data contained therein have been properly and accurately
compiled and completed in all material respects, and filed and paid in a timely
manner with the appropriate taxation authority for each of CBC and Keyuan.
2.15 Guarantees. Neither CBC nor Keyuan has any outstanding contracts or
commitments guaranteeing (or indemnifying or making contribution to others for
breaches in connection with) the payment or collection or the performance of the
obligations of others, and neither of them has entered into any deficiency
agreements, or issued any comfort letters, or otherwise granted any material
financial assistance to any person, firm, corporation or other entity.
2.16 No Non-Competition Agreement. There is no restriction agreement nor any
non-solicitation or non-competition agreement or other agreement restricting in
any way the carrying on of the business of CBC binding upon CBC.
2.17 Real Property. CBC does not own any real or otherwise immovable property.
2.18 Personal Property; Intellectual Property.
(a) All of the personal property (other than Intellectual Property, as
hereinafter defined) reflected in each of the Keyuan Financial Statements (the
"Personal Property") is in existence (except for dispositions made in the
ordinary course of business since the date of the December 31, 2003 Balance
Sheet). Each of CBC and Keyuan has good and marketable title to all of its
respective assets and properties, free and clear of all encumbrances or liens
howsoever defined and such assets and properties consist of all of the assets
and properties required by each of CBC and Keyuan to conduct its respective
businesses consistent with past practice. There are no material defects, latent
or patent, in the Personal Property. The machinery or equipment of Keyuan are in
proper operating condition and repair (subject to normal wear and tear).
(b) Each of CBC and Keyuan owns or has the right to use pursuant to
license, sublicense, agreement, or permission all intellectual property used for
the operation of Keyuan's business as presently conducted, which intellectual
property shall for purposes of this Agreement to include, but not be limited to,
all (i) patent and patent rights, trademarks and trademark rights, trade names
and trade name rights, copyrights and copyright rights, service marks and
service xxxx rights, and all pending applications for and registration of the
same; (ii) brand names, trade dress, business and product names, logos and
slogans, and (iii) proprietary technology, including all know-how, trade
secrets, quality control standards, reports (including test reports), designs,
processes, market research and other data, computer software and programs
(including source codes and related documentation), formulae, inventions and
other ideas, methodologies, and technical information, (iv) claims of the owner
of any intellectual property for infringement of its rights by a third party, no
matter when arising, and (v) other intellectual property (the "Intellectual
Property").
Each item of Intellectual Property owned or used by CBC or Keyuan
immediately prior to the Closing hereunder will be owned or available for use by
the Corporation on identical terms and conditions immediately subsequent to the
Closing hereunder. Each of CBC and Keyuan has taken all necessary and desirable
action to maintain and protect each item of Intellectual Property that it owns
or uses. Schedule 2.18(b) sets forth a true, correct and complete list (together
with description, registration number and registration date) of each item of
Intellectual Property owned by CBC and Keyuan or used in the operation of
Keyuan's business, and, to the extent registered with any governmental
authority, the name, date of registration and registration number of each such
item. To the knowledge of CBC and Keyuan, no third party has interfered with,
infringed upon, misappropriated, or violated in any material respect any
Intellectual Property. The Intellectual Property constitutes all the
intellectual property that is material to the conduct of the business of Keyuan
as now conducted. Keyuan has taken reasonable steps to protect its confidential
information and trade secrets.
2.19 No Materially Adverse Undisclosed Facts. There is no fact known to the
management of CBC or Keyuan which has not previously been disclosed in writing
to the Corporation which may materially adversely affect CBC, Keyuan or either
such company's respective assets, properties, business, prospects, operation or
condition (financial or otherwise), or which should be disclosed to the
Corporation in order to make any of the warranties and representations herein
true and not misleading and no state of facts is known, to the management of CBC
or Keyuan, which would operate to prevent CBC or Keyuan from continuing to carry
on either of their businesses in the manner in which carried on at the date
hereof.
2.20 Xxxxxxxx-Xxxxx Compliance
(a) Xxxxxxxx & Company, P.A. ("Xxxxxxxx"), which has expressed its opinion
with respect to the Keyuan Financial Statements (including the related notes),
is and has been throughout the periods covered by such financial statements (i)
a registered public accounting firm (as defined in Section 2(a)(12) of the
Xxxxxxxx-Xxxxx Act of 2002), (ii) "independent" with respect to CBC and Keyuan
within the meaning of Regulation S-X and (iii) in compliance with subsections
(g) through (l) of Section 10A of the Exchange Act and the related Rules of the
Commission and the Public Company Accounting Oversight Board. Except as
disclosed on Schedule 2.20(a), no non-audit services have been performed by
Xxxxxxxx for CBC, Keyuan or any subsidiary of either CBC or Keyuan.
(b) Each of CBC, Keyuan and their subsidiaries maintains accurate books
and records reflecting its assets and liabilities and maintains proper and
adequate internal accounting controls which provide assurance that (i)
transactions are executed with management's authorization; (ii) transactions are
recorded as necessary to permit preparation of the Keyuan Financial Statements
to maintain accountability for its consolidated assets; (iii) access to Keyuan's
assets is permitted only in accordance with management's authorization; (iv) the
reporting of Keyuan's assets is compared with existing assets at regular
intervals; and (v) accounts, notes and other receivables and inventory are
recorded accurately, and proper and adequate procedures are implemented to
effect the collection thereof on a current and timely basis.
(c) Neither CBC nor Keyuan has, since September 30, 2001, extended or
maintained credit, arranged for the extension of credit, or renewed an extension
of credit, in the form of a personal loan to or for any director or executive
officer (or equivalent thereof) of either CBC, Keyuan or any subsidiary thereof.
Schedule 2.20(c) identifies any loan or extension of credit maintained by CBC or
Keyuan to which the second sentence of Section 13(k)(1) of the Exchange Act
applies.
(d) On or before Closing, each of CBC, Keyuan, each of their directors and
its senior financial officers shall have consulted with Xxxxxxxx and CBC's and
Keyuan's independent counsel, as appropriate, with respect to, and (to the
extent applicable to CBC or Keyuan, as the case may be) is familiar in all
material respects with all of the requirements of the Xxxxxxxx-Xxxxx Act of
2002. Each of CBC and Keyuan is in compliance with the provisions of the
Xxxxxxxx-Xxxxx Act of 2002 applicable to it as of the date hereof and has
implemented such programs and has taken reasonable steps, upon the advice of
Xxxxxxxx and CBC's and Keyuan's independent counsel, respectively, to ensure
CBC's and Keyuan's future compliance (not later than the relevant statutory and
regulatory deadlines therefor) with all provisions of the Xxxxxxxx-Xxxxx Act of
2002 which shall become applicable to CBC and Keyuan after the Closing Date
hereof.
(e) On or before Closing, each of CBC and Keyuan shall maintain disclosure
controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange
Act; such controls and procedures shall be effective to ensure that all material
information concerning CBC, Keyuan and its subsidiaries is made known on a
timely basis to management of CBC and Keyuan. Such disclosure controls will
remain in effect on the Closing Date hereof and made available to the parties
responsible for the preparation of the Corporation's filings with the Commission
and other public disclosure documents. Schedule 2.20(c) lists, and each of CBC
and Keyuan has delivered to the Corporation copies of, all written descriptions
of, and all policies, manuals and other documents promulgating, such disclosure
controls and procedures.
2.21 Absence of Certain Changes or Events. Except as contemplated by this
Agreement or any transactions or developments contemplated thereby, from the
date of this Agreement until the completion of the Closing, neither CBC nor
Keyuan will, other than as has been disclosed in writing to the Corporation: (i)
incur any liability or obligation whatsoever, secured or unsecured, direct or
indirect, other than in the ordinary and usual course of its business; (ii)
enter into any contracts or agreements whatsoever, other than in the ordinary
and usual conduct and course of either of its businesses; (iii) change any of
its accounting methods, principles, practices or policies; (iv) cease to operate
its properties, if any, or fail to maintain any of its properties, rights and
assets consistently with past practices; (v) sell or otherwise in any way
alienate or dispose of any of its assets other than in the ordinary course of
business and in a manner consistent with past practices; (vi) modify its charter
documents or capital structure; (vii) make any dividend to any of its
shareholders or to any affiliate or associate thereof, or reserve or declare any
dividend; (viii) other than the ordinary course of business, grant to any
customer any special allowance or discount, or change its pricing, credit or
payment policies; (ix) make any loan or advance, or assume, guarantee or
otherwise become liable with respect to the liabilities or obligations of any
person, or (x) purchase or otherwise acquire any shares or other equity
security, as the case may be, in any person.
2.22 Information Supplied. The information supplied by CBC and Keyuan
specifically for inclusion in the information statement to be sent to the
shareholders of Globus on Schedule 14C (the "Information Statement") relating to
the written consent by such shareholders to the Merger Agreement shall not, on
the date the Information Statement is first mailed or delivered to such
stockholders, contain any untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which it was made,
not misleading or omit to state any material fact necessary to correct
any statement in any earlier communication to the shareholders of Globus with
respect to this Agreement, the Merger Agreement or any transaction or
development contemplated thereby or hereby, which has become false or
misleading.
2.23 Reliance. All representations and warranties of CBC and Keyuan contained
herein, shall be deemed to have been relied upon by the Corporation
notwithstanding any investigation heretofore or hereafter made by the
Corporation or by its counsel and shall survive the date hereof and continue in
full force and effect for the benefit of the Corporation until the limitation
period under any applicable tax statute has expired or, in all other cases,
until the first anniversary of the date hereof.
2.24 Full Disclosure. The representations and warranties of CBC and Keyuan
contained in this Article II of this Agreement or to be furnished in or in
connection with documents mailed or delivered to the shareholders of Globus in
connection with the consummation of the Merger Agreement,, do not contain or
will not contain, any untrue statement of a material fact, or omit to state a
material fact required to be stated herein or therein or necessary to make the
statements herein or therein, in the light of the circumstances under which they
were made, not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE CBC SHAREHOLDER
As an inducement to, and to obtain the reliance of the Corporation, the CBC
Shareholder represents and warrants, as of the date of this Agreement and as of
the Effective Time, as follows:
3.1 Ownership of Shares. The CBC Shareholder owns, as of the date of this
Agreement and at all times herefrom to the Closing thereof shall continue to
own, 100% of the CBC Shares on a fully diluted basis.
3.2 Binding Obligation. When executed by the CBC Shareholder, this Agreement,
and all exhibits hereto and the representations and warranties contained herein
and therein will constitute a valid and binding obligation of the CBC
Shareholder, enforceable in accordance with its terms.
3.3 Reliance. All representations and warranties of the CBC Shareholder
contained in this Article III shall be deemed to have been relied upon by the
Corporation notwithstanding any investigation heretofore or hereafter made by
the Corporation or by its counsel and shall survive the date hereof and continue
in full force and effect for the benefit of the Corporation until the first
anniversary of the date hereof.
ARTICLE IV
THE CLOSING
4.1 The Exchange. The CBC Shareholder agrees to assign, transfer, and deliver to
the Corporation, free and clear of all liens, pledges, encumbrances, charges,
restrictions or known claims of any kind, nature, or description, all of the
outstanding common shares of CBC, constituting 100% of the issued and
outstanding common shares of CBC on a fully diluted basis, and the Corporation
agrees to acquire such shares by issuing and delivering to the CBC Shareholder
in exchange therefor an aggregate of up to 22,500,000 or such lesser number of
Issuable Shares constituting 90% percent of the then issued and outstanding
common stock of the Corporation on a fully-diluted basis to the CBC Shareholder.
4.2 Closing. The closing ("Closing") of the transactions contemplated by this
Agreement shall be on July 30, 2004 or at such time and place as the parties may
mutually agree ("Closing Date").
4.3 Conditions Precedent to Closing.
The conditions precedent to the obligations set forth in this Agreement include:
(a) The resignation of the entire current board of directors and the
executive officers of the Corporation other than Xxxxx Xxxxxx as a member of the
board of directors and the simultaneous election of new board members designated
by CBC;
(b) the execution and requisite approval of this Agreement by all Parties
hereto;
(c) the filing of a certificate of merger in the State of Delaware
effectuating the Merger of Globus with and into the Corporation; and
(d) The filing by Globus of the definitive Information Statement with the
Commission and the dissemination thereof to the shareholders of Globus.
4.4 Closing Events. At the Closing, each of the respective Parties hereto shall
execute, acknowledge, and/or deliver, as applicable, or shall ensure to be
executed, acknowledged, and delivered, as applicable, the following:
(a) In the case of CBC and Keyuan: (i) each of the Schedules set forth in
Article II of this Agreement and (ii) an officer's certificate in the
substantial form of Schedule 4.4(a) hereto certifying that certain facts are
true as of the date of the Closing.
(b) In the case of the CBC Shareholder, (i) share certificates evidencing
the ownership by the CBC Shareholder of the CBC Shares and (ii) power of stock
transfer evidencing the transfer of the CBC Shares to the Corporation.
(c) In the case of the Corporation: (i) each of the Schedules set forth in
Article I of this Agreement; (ii) share certificates evidencing the ownership by
the CBC Shareholder of the Issuable Shares, (iii) the Certificate of
Incorporation certified by an officer of the Corporation to be in force as of
the date of the Closing, (iv) an officer's certificate of the Corporation in the
substantial form of Schedule 4.4(b) certifying that certain facts are true as of
the date of the Closing, and (v) an opinion of counsel of the Corporation as to:
(A) the due organization of the Corporation; (B) the due authorization by the
Corporation to enter into this Agreement and all exhibits hereto; (C) the
enforceability against the Corporation of this Agreement and all exhibits
hereto; and (D) in reliance upon the representations, warranties, covenants and
other disclosure made by CBC, Keyuan and the CBC Shareholder in this Agreement,
the exemption from registration under U.S. federal and state securities laws and
regulations of the issuance of the Issuable Shares to the CBC Shareholder.
(d) Any and all certificates, together with such other items as may be
reasonably requested by the Parties hereto and their respective legal counsel in
order to effectuate or evidence the transactions contemplated hereby.
ARTICLE V
ADDITIONAL AGREEMENTS AND INDEMNIFICATION
5.1 Restrictions on Resale
(i) The Issuable Shares. The Issuable Shares will not be registered under
the Securities Act, or the securities laws of any state, and cannot be
transferred, hypothecated, sold or otherwise disposed of until; (i) a
registration statement with respect to such securities is declared effective
under the Securities Act, or (ii) the Corporation receives an opinion of counsel
for the stockholder, reasonably satisfactory to counsel for Corporation, that an
exemption from the registration requirements of the Securities Act is available.
"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A
REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED
EFFECTIVE UNDER SUCH ACT, OR THE CORPORATION RECEIVES AN OPINION OF
COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR THE
CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH
ACT IS AVAILABLE."
5.2 Indemnification.
(a) CBC and the Corporation hereby agree to indemnify and hold harmless
respectively the Corporation, CBC and all of the Corporation's or CBC's
officers, directors, stockholders, employees and agents against any and all
expenses, liabilities, costs and damages (other than costs and expenses directly
incurred by the Corporation and the officers, directors, stockholders, employees
and agents of the Corporation or CBC in the process of their due diligence
investigation), including, but not limited to all expense of defense and
investigation relating thereto, of any and every nature and description, however
incurred, arising out of any wrongful or grossly negligent act or omission by
CBC or by the Corporation, or any designee of CBC or the Corporation related to
this Agreement, and the transactions described herein.
(b) The Corporation shall indemnify the CBC Shareholder for any
undisclosed and hidden liability, claims and other losses arising from such
liability and claim existing or related to activities of the Corporation prior
to the Closing and will increase the number of Issuable Shares by the factor of
the total liability divided by $0.05.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE CORPORATION
In addition to the conditions precedent set forth in Section 4.3 to this
Agreement, the obligations of the Corporation under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following conditions:
6.1 Accuracy of Representations. The representations and warranties made by each
of CBC, Keyuan and the CBC Shareholder in this Agreement were true when made and
shall be true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and each of CBC, Keyuan and
the CBC Shareholder shall have performed or complied with all covenants and
conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing.
6.2 No Material Adverse Change. Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business, or
operations of CBC or Keyuan nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of CBC or Keyuan.
6.3 Due Diligence. The Corporation shall have completed to its own satisfaction
due diligence in relation to CBC and Keyuan.
6.4 Board Approval. The Corporation shall have obtained the approval of each of
this Agreement and the Merger Agreement from its board of directors and its
stockholders.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF CBC
In addition to the conditions precedent set forth in Section 4.2 to this
Agreement, the obligations of CBC under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
7.1 Accuracy of Representations. The representations and warranties made by the
Corporation in this Agreement were true when made and shall be true as of the
Closing Date (except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date, and the Corporation shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by the Corporation prior to or at the Closing.
7.2 No Material Adverse Change. Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business, or
operations of the Corporation nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of the Corporation.
7.3 Discharge of Existing Liabilities. The Corporation shall discharge all the
existing liabilities before the Closing Date other than as permitted hereby.
7.4 Due Diligence. CBC shall have completed to its own satisfaction due
diligence in relation to the Corporation.
7.5 Board Approval. CBC shall have obtained the approval of this Agreement from
its board of directors and the CBC Shareholder.
ARTICLE VIII
MISCELLANEOUS
8.1 Governing Law. This Agreement shall be governed by, enforced, and construed
under and in accordance with the laws the State of New York without regard to
its conflicts of laws principles.
8.2 Resolution of Disputes.
(a) Any dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof, shall
first be resolved through friendly consultation, if possible. Such consultation
shall begin immediately after one party has delivered to the other party a
written request for such consultation (the "Consultation Date"). If the dispute
cannot be resolved within 30 days following the Consultation Date, the dispute
shall be submitted to arbitration upon the request of either party, with written
notice to the other party.
(b) Arbitration. The arbitration shall be conducted by a tribunal (the
"Tribunal") in New York, New York under the auspices of the American Arbitration
Association ("AAA") in accordance with the commercial arbitration rules and
supplementary procedures for international commercial arbitration of the AAA.
There shall be three arbitrators--one arbitrator shall be chosen by each party
to the dispute and those two arbitrators shall choose the third arbitrator. All
arbitration proceedings shall be conducted in English. Each party shall
cooperate with the other in making full disclosure of and providing complete
access to all information and documents requested by the other party in
connection with the arbitration proceedings. Arbitration shall be the sole,
binding, exclusive and final remedy for resolving any dispute between the
parties; either party may apply to any court of competent jurisdiction in the
State of New York for enforcement of any award granted by the Tribunal.
(c) During the period when a dispute is being resolved, except for the
matter being disputed, the parties shall in all other respects continue to abide
by the terms of this Agreement.
8.3 Notices. Any notice or other communications required or permitted hereunder
shall be sufficiently given if personally delivered to it or sent by registered
mail or certified mail, postage prepaid, or by prepaid telegram addressed as
follows:
(a) If to the Corporation:
China Biopharmaceuticals Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx, CEO and Chairman of the Board
with a copy to (which shall not constitute notice):
Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn.: Xxxxxx X. Xxxxxx, Esq.
(b) If to each of CBC, the CBC Shareholder or Keyuan:
#1608 Xxxxx X, Xx. 0, Xxxxx Xx-Xx-Xx Xxxx
Xxxxxxxx Xxxxxxxx Xxxxxxx
People Republic of China
Zip: 100028
Telephone: 011 - 00 00 0000 0000
Facsimile: 011 - 86 10 6446
Attn: Peng Mao
with a copy to (which shall not constitute notice):
Xxxxx & XxXxxxxx, LLP
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn.: Xxxxxx X. Xxxxx, Esq.
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.
8.4 Schedules; Knowledge. Each party is presumed to have full knowledge of all
information set forth in the other party's schedules delivered pursuant to this
Agreement.
8.5 Entire Agreement. This Agreement represents the entire agreement between the
parties relating to the subject matter thereof.
8.6 Survival of Representations and Warranties. The representations, warranties,
and covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a
period of one year. All rights and obligations under this entire Agreement shall
be binding upon and inure to the benefit of the heirs, executors, administrators
and assigns of the parties.
8.7 Termination.
(a) Ability to terminate. This Agreement may be terminated and the
Exchange may be abandoned at any time prior to the Effective Time by:
(i) The collective written consent of the Parties;
(ii) Either the Corporation, on the one hand, or CBC, on the other
hand, if any governmental entity or court of competent jurisdiction shall have
issued an order, decree or ruling or taken any other action (which order,
decree, ruling or other action the Parties shall use their commercially
reasonable best efforts to lift), which restrains, enjoins or otherwise
prohibits the Merger or the Exchange or the acceptance for exchange of the
Issuable Shares pursuant to the Exchange and such order, decree, ruling or other
action shall have become final and non-appealable;
(iii) The Corporation, if CBC, the CBC Shareholder or Keyuan shall
have breached in any material respect any of its or their representations,
warranties, covenants or other agreements contained in this Agreement, and the
breach cannot be or has not been cured within 15 calendar days after the giving
of written notice by the Corporation to CBC;
(iv) CBC, if the Corporation shall have breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement, and the breach cannot be or has not been cured
within 15 calendar days after the giving of written notice by CBC to the
Corporation; or
(v) Without any action on the part of the Parties if required by
applicable law.
(b) Effect of Termination. If this Agreement is terminated as provided in
Section 8.7(a), written notice of such termination shall be given by the
terminating Party to the other Party specifying the provision of this Agreement
pursuant to which such termination is made, this Agreement shall become null and
void and there shall be no liability on the part of any Party, provided, that
nothing in this Agreement shall relieve any Party from any liability or
obligation with respect to any willful breach of this Agreement and provided,
further, that termination shall not affect accrued rights or liabilities of any
Party.
8.8 Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned by any of the Parties
(whether by operation of law or otherwise) without the prior written consent of
the other Parties; provided that in no event may the right to indemnification
provided by Section 5.2 hereto be assigned by any of the Parties, with or
without consent, except by operation of law. Subject to the immediately
foregoing sentence of this Section 8.8, this Agreement will be binding upon,
inure to the benefit of and be enforceable by, the Parties and their respective
successors and assigns.
8.9 Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and all of which taken together shall be
but a single instrument. For purposes of this Agreement, facsimile signatures
may be deemed originals.
8.10 Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation by the other shall be construed as a
waiver of the same of any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may
be amended by a writing signed by all parties hereto, with respect to any of the
terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance may be extended by a writing signed by the
party or parties for whose benefit the provision is intended.
8.11 Headings; References. The article, section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. All references herein to
"Articles" or "Sections" shall be deemed to be references to Articles or
Sections of this Agreement unless otherwise indicated.
8.12 No Third Party Beneficiaries. Except as expressly provided by this
Agreement, nothing herein is intended to confer upon any person or entity not a
Party to this Agreement any rights or remedies under or by reason of this
Agreement.
8.13 Severability; Enforcement. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provisions shall be
interpreted to be only so broad as is enforceable.
8.14 Rules of Construction. The Parties agree that they have been represented by
counsel during the negotiation and execution of this Agreement and, therefore,
waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
party hereto as of the date first above written.
GLOBUS
By:
---------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
THE CORPORATION
By:
---------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
CBC
By:
---------------------------------
Name: Peng Mao
Title: Chief Executive Officer
KEYUAN
By:
---------------------------------
Name: Lu Fan An
Title: Chief Executive Officer
CBC SHAREHOLDER
As to Articles III, IV, V & VIII only
By:
---------------------------------
Name: Peng Mao
SCHEDULE 8.3
NAME AND EQUITY HOLDINGS OF PRINCIPALS
