EXHIBIT 10.1
AGREEMENT
EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of the 5 day of November, 2004,
between CHINA NETTV HOLDINGS INC., a Nevada corporation ("ChinaNet"), and Honglu
Shareholders (as defined in Recital D).
WHEREAS:
A. Pursuant to an Acquisition Agreement dated July 4, 2003 (the "Acquisition
Agreement") and an Amend Agreement dated April 12, 2004 (the "Amendment
Agreement", the Acquisition Agreement and the Amendment together are called
the "Acquisition Agreements"), ChinaNet issued, to Honglu Shareholders,
97,700,000 shares on July 4, 2003, and 40,000,000 on April 12, 2004
(together the "Exchange Shares") in exchange for all the issued and
outstanding shares of Honglu Shareholders (the "Honglu Shares") in the
capital of Honglu Investment Holdings Inc. ("Honglu") (the share exchange
transaction is called hereafter the "Acquisition").
B. By a letter dated August 10, 2004 (the "Rejection Letter"), the Depart of
Commerce of Tibet, China, which has the power and authority to approve or
not to approve the Acquisition, advised its decision not to approve the
Acquisition. As a result of and subsequent to the Rejection Letter, Honglu
Shareholders requested the termination of the Acquisition Agreement and
tendered the Exchange Shares for cancellation.
C. Honglu Shareholders hereunder are all the shareholders of Honglu as at the
date of this Agreement, holding all the issued and outstanding shares of
Honglu as at the date of this Agreement.
D. The parties agree to enter into this Agreement to confirm the cancellation
of the Exchange Shares, the return of Honglu Shares, and termination of the
Acquisition Agreements.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto agree to be
legally bound as follows:
1. The parties acknowledge and agree that the Acquisition as it was structured
in the Acquisition Agreements was and will not be approved by the regulatory
authorities in China. The parties confirm and agree that the Acquisition is
hereby cancelled and terminated, and the Acquisition Agreements are terminated.
As a result of the termination, the Exchange Shares are surrendered by Honglu
Shareholders to ChinaNet and cancelled, Honglu Shares are hereby surrendered and
returned by ChinaNet to Honglu Shareholders, and ChinaNet shall hereafter have
no right to and interest in Honglu Shares. The parties further confirm and agree
that the finder's fees of 6,839,000 and 2,800,000 shares issued by ChinaNet in
relation to the Acquisition are also cancelled. The parties further agree that
all options issued to and all material contracts entered into with Honglu
Shareholders and officers (together "Related Transactions") as a result of, or
arising from, the Acquisition Agreements are cancelled and terminated. As a
result , the total number of issued and outstanding shares of ChinaNet shall be
57,036,000 as at the date of this Agreement, and Honglu Shareholders shall hold
all the shares in the capital of Honglu.
2. Each of ChinaNet and Honglu Shareholders shall do such further things, sign
further documents, and cause such corporate action to be taken to effect or
approve the cancellation of the Acquisition and the Exchange Shares, the
termination of the Acquisition Agreements and Related Transactions, and the
return of Honglu Shares. Each of ChinaNet and Honglu Shareholders shall be
responsible for their respect legal expenses in respect of the cancellation and
the termination. Honglu Shareholders further agree that they shall do such
things, or cause such things to be done, so that the transactions contemplated
under the Acquisition Agreements can be restructured and completed to meet the
Chinese regulatory requirement, and the intent of the parties in the Acquisition
Agreements.
3. Honglu Shareholders hereby fully, forever, irrevocably and unconditionally
release, remise and discharge ChinaNet and its subsidiaries and their respective
directors, officers, employees, agents, acting in such capacity, and their
respective successors and assigns (collectively, the "ChinaNet Releasees") of
and from any and all claims, counterclaims, charges, complaints, demands,
actions, causes of action, suits, remedies, rights, sums of money, costs,
losses, covenants, contracts, controversies, agreements, promises, omissions,
damages, executions, obligations, liabilities, and expenses (including
reasonable attorneys' fees and costs, expert witness fees and costs,
consultants' fees and costs), of every kind and nature whatsoever, whether
direct or indirect, known or unknown, either at law, in equity, or mixed,
whether statutory, common, federal, state, local or otherwise under the laws of
any jurisdiction (collectively, the "Claims"), which Honglu Shareholders ever
had, now have or can, shall, or may have in the future against ChinaNet or any
other ChinaNet Releasee by reason of, on account of, or arising out of any fact,
incident, claim, injury, event, circumstance, matter or thing which has
happened, developed or occurred, of any kind or nature whatsoever, in connection
with the Acquisition, and any matters arising from the subject matters of this
Agreement.
4. ChinaNet, and anyone else claiming by, through or under ChinaNet, hereby
fully, forever, irrevocably and unconditionally releases, remises and discharges
Honglu Shareholders, and their respective assigns or transferees (together
"Honglu Releasees") of and from any and all Claims which ChinaNet ever had, now
has, or can, shall, or may have in the future against Honglu Shareholders or any
Honglu Releasees by reason of, on account of, or arising out of any fact,
incident, claim, injury, event, circumstance, matter or thing which has
happened, developed or occurred, of any kind or nature whatsoever, in connection
with the Acquisition or any subject matters of this Agreement.
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5. It is understood and agreed by the parties hereto that this Agreement is
being executed in connection with the Acquisition, and the cancellation thereof,
and that neither this Agreement nor the releases contained herein constitute an
acknowledgement or admission of liability in any way on the part of either party
hereto or its successors, assigns, directors, stockholders, officers, employees,
agents, attorneys, representatives, affiliates and subsidiaries, all of whom
expressly deny any liability for any and all claims of whatsoever nature.
6. The parties agree not to institute any charge, complaint or lawsuit to
challenge the validity of this Agreement or the circumstances surrounding its
execution.
7. This Agreement shall be construed in accordance with, and governed in all
respects by the laws of the State of Nevada, without regard to choice of law
principles thereof.
8. Should any provision of this Agreement be declared, or be determined by any
court or administrative agency to be illegal or invalid, the legality or
validity of the remaining parts, terms or provisions shall not be affected
thereby and said illegal or invalid part, term, or provision shall be deemed not
to be a part of this Agreement.
9. This Agreement sets forth the entire agreement between the parties hereto,
and fully supersedes any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter hereof, except for this
Agreement as this Agreement is entered into in furtherance of this Agreement.
This Agreement may not be changed orally or otherwise, but only by agreement in
writing of concurrent or subsequent date, signed by a duly authorized
representative of the parties hereof.
10. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute a singe instrument.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.
CHINA NETTV HOLDINGS INC.
By: /s/ _______________________________
Name: _____________
Title: _____________
HONGLU SHAREHOLDERS
/s/ Xxxx Xxx
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Name: Xxxx Xxx
/s/ Ma Xiaojun
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Name: Ma Xiaojun
/s/ Xxx Xx
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Name: Xxx Xx
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