STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (this “Agreement”) dated June 19, 2007, by and between
Xxxxx Fan (the “Seller”), Xinshengxiang Industrial Development Co., Ltd. a
limited liability company organized under the laws of the People’s Republic of
China (“Xinshengxiang”), Dingliang Kuang (“X. Xxxxx”), and Xxx Xxxxx (“X. Xxxxx”
and together with Xinshengxiang and X. Xxxxx, the “Purchasers”).
A. Seller
is
the owner of nineteen million (19,000,000) shares of the common stock of
Xxxxxxxx Xxxxxx Enterprises, Inc., a Nevada corporation (“Xxxxxxxx
Xxxxxx”).
B. Simultaneously
herewith, Xxxxxxxx Xxxxxx is entering into a Share Purchase Agreement with
Chongqing Qiluo Textile Co. Ltd., a limited liability company organized under
the laws of the People’s Republic of China (“Qiluo”), and Purchasers. Purchasers
will not enter into the foregoing Share Purchase Agreement with Xxxxxxxx Xxxxxx
and Qiluo unless Seller enters into this Agreement whereby Seller will sell,
and
Purchasers will purchase, in their respective amounts set forth herein, all
of
Seller’s rights, title, and interest in and to eighteen million (18,000,000)
shares of the common stock of Xxxxxxxx Xxxxxx which are issued and outstanding
and held by Seller (the “Purchased Shares”).
1. Purchase
and Sale.
1.1
Purchase
and Sale.
Subject
to the terms and conditions of this Agreement, at the Closing (hereafter
defined), Seller shall sell, assign, transfer, convey, and deliver to
Purchasers, and Purchasers shall accept and purchase, in their respective
amounts as set forth in Section 1.2 below, the Purchased Shares and any and
all
rights in the Purchased Shares to which Seller is entitled, and by doing so
Seller shall be deemed to have assigned all of her right, title and interest
in
and to the Purchased Shares to Purchasers. Such sale of the Purchased Shares
shall be evidenced by stock certificates, duly endorsed in blank or accompanied
by stock powers in the form annexed hereto as Exhibit A duly executed in blank,
or other instruments of transfer in form and substance reasonably satisfactory
to Purchasers. The Purchased Shares shall be payable at the Closing by the
issuance and delivery by Seller to Purchasers of stock certificates dated as
of
the Closing Date registered in the names and in such amounts as set forth
herein.
1.2
Allocation
of Purchased Shares. The
Purchased Shares shall be allocated between Purchasers as follows: 17,100,000
Purchased Shares to Xinshengxiang; 450,000 Purchased Shares to X. Xxxxx; and
450,000 Purchased Shares to X. Xxxxx.
2. Closing.
2.1
Date
and Location.
The
closing of the transactions contemplated by this Agreement (the "Closing")
shall
be held simultaneously with the execution of this Agreement at such place as
the
parties hereto may agree.
2.2
Deliveries.
At the
Closing, Seller shall deliver to Purchasers in accordance with the terms of
Section 1.2 above, (i) stock certificates evidencing the Purchased Shares,
duly
endorsed in blank or accompanied by stock powers in the form annexed hereto
as
Exhibit A duly executed in blank, or other instruments of transfer in form
and
substance reasonably satisfactory to Purchasers, (ii) any documentary evidence
of the due recordation in the Company’s share register of Purchasers’ full and
unrestricted title to the Purchased Shares, and (iii) such other documents
as
may be required under applicable law or reasonably requested by
Purchasers.
3. Representations
and Warranties of Seller.
As an
inducement to Purchasers to enter into this Agreement and to consummate the
transactions contemplated herein, Seller represents and warrants to Purchasers
as follows:
3.1
Authority.
Seller
has the right, power, authority and capacity to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform
his
obligations under this Agreement. This Agreement constitutes the legal, valid
and binding obligations of Seller, enforceable against Seller in accordance
with
the terms hereof.
3.2
Ownership.
Seller
is the sole record and beneficial owner of the Purchased Shares, has good and
marketable title to the Purchased Shares, free and clear of all Encumbrances
(hereafter defined), other than applicable restrictions under applicable
securities laws, and has full legal right and power to sell, transfer and
deliver the Purchased Shares to Purchasers in accordance with this Agreement.
“Encumbrances” means any liens, pledges, hypothecations, charges, adverse
claims, options, preferential arrangements or restrictions of any kind,
including, without limitation, any restriction of the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership. Upon the
execution and delivery of this Agreement, Purchasers will receive good and
marketable title to the Purchased Shares, free and clear of all Encumbrances,
other than restrictions imposed pursuant to any applicable securities laws
and
regulations. There are no stockholders’ agreements, voting trust, proxies,
options, rights of first refusal or any other agreements or understandings
with
respect to the Purchased Shares.
3.3
Valid
Issuance.
The
Purchased Shares are duly authorized, validly issued,
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fully
paid and non-assessable, and were not issued in violation of any preemptive
or
similar rights.
3.4
No
Conflict.
None of
the execution, delivery, or performance of this Agreement, and the consummation
of the transactions contemplated hereby, conflicts or will conflict with, or
(with or without notice or lapse of time, or both) result in a termination,
breach or violation of (i) any instrument, contract or agreement to which Seller
is a party or by which he is bound, or to which the Purchased Shares are
subject; or (ii) any federal, state, local or foreign law, ordinance, judgment,
decree, order, statute, or regulation, or that of any other governmental body
or
authority, applicable to Seller or the Purchased Shares.
3.5
No
Consent.
No
consent, approval, authorization or order of, or any filing or declaration
with
any governmental authority or any other person is required for the consummation
by the Seller of any of the transactions on its part contemplated under this
Agreement.
4. Representations
and Warranties of Purchasers.
As an
inducement to Seller to enter into this Agreement and to consummate the
transactions contemplated herein, Purchasers represent and warrant, jointly
and
severally, to Seller as follows:
4.1
Authority.
Purchasers have the right, power, authority and capacity to execute and deliver
this Agreement, to consummate the transactions contemplated hereby and to
perform their obligations under this Agreement. This Agreement constitutes
the
legal, valid and binding obligations of Purchasers, enforceable against
Purchasers in accordance with the terms hereof.
4.2
No
Consent.
No
consent, approval, authorization or order of, or any filing or declaration
with
any governmental authority or any other person is required for the consummation
by the Purchasers of any of the transactions on its part contemplated under
this
Agreement.
4.3
No
Conflict.
None of
the execution, delivery, or performance of this Agreement, and the consummation
of the transactions contemplated hereby, conflicts or will conflict with, or
(with or without notice or lapse of time, or both) result in a termination,
breach or violation of (i) any instrument, contract or agreement to which
Purchasers are a party or by which they are bound; or (ii) any federal, state,
local or foreign law, ordinance, judgment, decree, order, statute, or
regulation, or that of any other governmental body or authority, applicable
to
Purchasers.
4.4
Restricted
Securities.
Purchasers understand that the Purchased Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”) or registered or
qualified under any the securities laws of any state or other jurisdiction,
are
“restricted securities,” and cannot be resold or otherwise transferred unless
they are registered
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under
the
Securities Act, and registered or qualified under any other applicable
securities laws, or an exemption from such registration and qualification is
available. Each certificate for any Purchased Shares shall bear a legend to
the
foregoing effect.
4.5
Review
of SEC Documents.
Purchasers have reviewed or received copies of all reports and other documents
filed by Xxxxxxxx Xxxxxx and its officers and directors with the Securities
and
Exchange Commission and any other documents or information requested by
Purchasers.
4.6
No
Reliance.
Other than as set forth herein, Purchasers are not relying upon any other
information, representation or warranty by Seller or any representative of
Seller in determining to invest in the Purchased Shares. Purchasers have
consulted, to the extent deemed appropriate by Purchasers, with the Purchasers’
own advisers as to the financial, tax, legal and related matters concerning
an
investment in the Purchased Shares and on that basis believes that his, her
or
its investment in the Purchased Shares is suitable and appropriate for
Purchasers.
5. Indemnification;
Survival.
5.1
Indemnification.
Sellers
on the one hand, and Purchasers on the other hand, shall jointly and severally
indemnify and hold harmless the other party and such other party’s agents,
beneficiaries, affiliates, representatives and their respective successors
and
assigns (collectively, the “Indemnified Persons”) from and against any and all
damages, losses, liabilities, taxes and costs and expenses (including, without
limitation, attorneys’ fees and costs) (collectively, “Losses”) resulting
directly or indirectly from (a) any inaccuracy, misrepresentation, breach of
warranty or non-fulfillment of any of the representations and warranties of
such
party in this Agreement, or any actions, omissions or statements of fact
inconsistent with in any material respect any such representation or warranty,
(b) any failure by such party to perform or comply with any agreement, covenant
or obligation in this Agreement.
5.2
Survival.
All
representations, warranties, covenants and agreements of the parties contained
herein or in any other certificate or document delivered pursuant hereto shall
survive the date hereof until the expiration of the applicable statute of
limitations.
6. Miscellaneous.
6.1
Further
Assurances.
From
time to time, whether at or following the Closing, each party shall make
reasonable commercial efforts to take, or cause to be taken, all actions, and
to
do, or cause to be done, all things reasonably necessary, proper or advisable,
including as required by applicable laws, to consummate and make effective
as
promptly as practicable the transactions contemplated by this
Agreement.
6.2
Notices.
All
notices or other communications required or permitted
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hereunder
shall be in writing shall be deemed duly given (a) if by personal delivery,
when
so delivered, (b) if mailed, three (3) business days after having been sent
by
registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipient as set forth below, or (c) if sent through
an overnight delivery service in circumstances to which such service guarantees
next day delivery, the day following being so sent:
(1) |
If
to Seller:
|
Xxxxx
Fan
0
Xxx
Xxxxx
Xxxxxx
Xxxxxxxxx, XX 00000
(2) |
If
to Purchasers:
|
Xinshengxiang
Industrial Development Co., Ltd.
2
River ,
Chongqing Fulin , Bai Sheng County,
Fulin,
Chongqing China
Any
party
may change the address to which notices and other communications hereunder
are
to be delivered by giving the other parties notice in the manner herein set
forth.
6.3
Choice
of Law.
This
Agreement shall be governed, construed and enforced in accordance with the
laws
of the State of New York, without giving effect to principles of conflicts
of
law.
6.4
Jurisdiction.
The
parties hereby irrevocably consent to the in personam jurisdiction of the state
or federal courts located in the State of New York, in connection with any
action or proceeding arising out of or relating to this Agreement or the
transactions and the relationships established thereunder.
6.5
Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding of the parties
in
respect of the transactions contemplated hereby and supersedes all prior and
contemporaneous agreements, arrangements and understandings of the parties
relating to the subject matter hereof. No representation, promise, inducement,
waiver of rights, agreement or statement of intention has been made by any
of
the parties which is not expressly embodied in this Agreement.
6.6
Assignment.
Each
party's rights and obligations under this Agreement shall not be assigned or
delegated, by operation of law or otherwise, without the other party's prior
written consent, and any such assignment or attempted assignment shall be void,
of no force or effect, and shall constitute a material default by such party.
6.7
Amendments.
This
Agreement may be amended, modified, superseded or
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cancelled,
and any of the terms, covenants, representations, warranties or conditions
hereof may be waived, only by a written instrument executed by the parties
hereto.
6.8
Waivers.
The
failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition, or the breach of any term,
covenant, representation or warranty contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach
or a
waiver of any other term, covenant, representation or warranty of this
Agreement.
6.9
Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts and by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
6.10
Severability.
If any
term, provisions, covenant or restriction of this Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
6.11
Interpretation.
The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read
the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.
[The
remainder of this page left intentionally blank; signature page to
follow]
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IN
WITNESS WHEREOF, the undersigned have duly executed this Stock Purchase
Agreement as of the date first above written.
_____________________________
XXXXX
FAN
XINSHENGXIANG
INDUSTRIAL
DEVELOPMENT
CO., LTD.
By:
__________________________
Name:
Shouqing Xxxxx
Title:
Chairman
_____________________________
DINGLIANG
KUANG
_____________________________
XXX
XXXXX
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EXHIBIT
A
IRREVOCABLE
STOCK POWER FORM
FOR
VALUE RECEIVED,
Name
of
Seller: _______________________________________
Hereby
sells, assigns and transfers unto:
(Please
print or typewrite name and address, including zip code, of
assignee)
Social
Security or other identifying number of
assignee________________________________________________________
0f
the
capital stock represented by the within certificate and do hereby irrevocably
constitute and appoint ________________________, Attorney to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.
Date:_____________________________
Signed:__________________________________________________________
________________________________________________________________
(person(s)
executing this power sign(s) here)
Affix
a Medallion Signature Guarantee imprint------->
IMPORTANT
READ CAREFULLY
The
signature to this assignment must correspond with the name as written upon
the
face of the certificate in every particular without alteration or enlargement
or
any change whatsoever. The signature of the person executing this power must
be
guaranteed by an eligible Guarantor Institution such as a Commercial Bank,
Trust
Company, Securities Broker/Dealer, Credit Union, or Savings Association
participating in a Medallion Program approved by the Securities Transfer
Association, Inc. Unfortunately no other form of signature verification can
be
accepted.
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