EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization.*
3.1 Certificate of Incorporation of the Company, as
Amended.*
3.2 By-Laws of the Company.
5.1 Opinion of Proskauer Rose LLP**
8.1 Opinion of Proskauer Rose LLP**
8.2 Opinion of Xxx Xx Law Offices**
10.1 Letter of Agreement, dated March 19, 1997 between
Xxxxxx Science Corporation and Shenzhen City Zhenghua Traffic and
Transportation Main Company, Ltd.
10.2 Letter Agreement, dated June 27, 1997 between Xxxxxx
Science Corporation and Xxxxxxx Capital Partners Ltd.
10.3 Consulting Agreement, dated February 11, 1998 between
Xxxxxx Science Corporation and R.I.P. Consultants.*
10.4 Contract for Chinese Foreign Equity Joint Venture,
dated October 8, 1997 between Xxxxxx Science Corporation and Wu
Qui Mei (Shenzhen Jinzhenghua Transport Industrial Development
Co. Ltd.).
10.5 Regulations for Chinese Foreign Equity Joint Venture,
dated October 8, 1997 between Xxxxxx Science Corporation and
Shenzhen Jinzhenghua Transport Industrial Development Co. Ltd.
10.6 Business Loan and Security Agreement, dated November 3,
1997 between Xxxxxx Science Corporation and Xxxxx Xxxx-Sum.
10.7 Business Loan and Security Agreement, dated September
19, 1997 between Xxxxxx Science Corporation and Xxxxx Xxx-xxx.
10.8 Business Loan and Security Agreement, dated September
30, 1997 between Xxxxxx Science Corporation and Neolite Neon Co.
Pty. Ltd.
10.9 Grid Promissory Note, dated July 3, 1997 payable to
Xxxxxxx Capital Partners, Ltd.
21.1 List of Subsidiaries (incorporated by reference to Note
1 to the financial statements in the prospectus that is a part of
this registration statement).
23.1 Consent of BDO Binder.*
23.2 Consent of Proskauer Rose LLP (to be included in
opinions to be filed as exhibits 5.1 and 8.1).**
23.3 Consent of Xxx Xx Law Offices (to be included in
opinion to be filed as exhibit 8.2).**
24.1 Power of Attorney (set forth on signature page of this
registration statement).
27.1 Financial Data Schedule.
____________
* Filed herewith
** To be filed by amendment
Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
Dated May , 1998
The parties to this agreement and plan of
reorganization are Integrated Transportation Network Group Inc.,
a Delaware corporation ("ITN"), and Xxxxxx Science Corporation, a
Nevada corporation ("Xxxxxx").
The parties wish to provide for (a) the contribution by
Xxxxxx to ITN of all Xxxxxx'x assets, (b) the assumption by ITN
of certain of Xxxxxx'x liabilities and obligations and (c) the
distribution by Xxxxxx to its shareholders of all the outstanding
capital stock of ITN.
Accordingly, the parties agree as follows:
1. Contribution and Assumption. Simultaneously with
the execution and delivery of this agreement, (a) Xxxxxx is
hereby transferring to ITN, and ITN is acquiring from Xxxxxx,
free and clear of all claims, liens, security interests and other
encumbrances, all Xxxxxx'x assets and properties, tangible and
intangible, including, without limitation, all rights under
agreements, and (b) ITN is hereby assuming and agreeing to pay,
perform and discharge, and indemnify and hold Xxxxxx harmless
from and against, all Xxxxxx'x liabilities and obligations,
actual and contingent, including liabilities and obligations
under agreements, in each case that are reflected on, or
expressly referred to in, Xxxxxx'x balance sheet at March 31,
1998 and the notes to that balance sheet (which is attached to
this agreement as schedule 1) (including the notes, the "Balance
Sheet"), and all liabilities, and obligations that have arisen in
the ordinary course of business since the date of the Balance
Sheet (it being understood and agreed that ITN shall have no
liability or obligation, and Xxxxxx shall indemnify and hold ITN
harmless from and against, all Xxxxxx'x liabilities and
obligations that are not reflected on, or expressly referred to
in, the Balance Sheet or that have not arisen in the ordinary
course of business since the date of the Balance Sheet).
2. Distribution and Winding-Up
2.1 Distribution. As promptly as practicable after
the execution and delivery of this agreement, Xxxxxx shall take
all action necessary to distribute to holders of record of shares
of its common stock at the close of business on May ____, 1998
one share of common stock of ITN for each four shares of common
stock of Xxxxxx held of record by them at that time.
2.2 Fractional Shares. In lieu of issuing any
fractional shares of common stock of ITN pursuant to section 2.1,
the number of shares of common stock of ITN to be distributed to
a holder of record of shares of common stock of Xxxxxx pursuant
to section 2.1 shall be rounded to the next higher integral
number of shares of common stock of ITN, or, at ITN's option, ITN
shall pay the holder an amount in cash equal to the product of
that fraction and $_____ (which equals 400% of the average low
bid prices of a share of common stock of Xxxxxx on the 20 trading
days immediately preceding the date of this agreement).
2.3 Winding-Up. Promptly after carrying out the
provisions of sections 2.1 and 2.2, Xxxxxx shall wind-up its
affairs and seek to be dissolved.
3. Representations and Warranties
3.1 Representations and Warranties of Xxxxxx. Xxxxxx
represents and warrants to ITN as follows:
3.1.1. Existence and Power. Xxxxxx is a corporation
validly existing and in good standing under the law of the state
of Nevada and has the full power and authority to enter into and
perform this agreement.
3.1.2. Authorization. The execution, delivery and
performance of this agreement by Xxxxxx have been duly authorized
by all necessary action, and this agreement constitutes the valid
and binding obligation of Xxxxxx enforceable against it in
accordance with its terms, except to the extent enforceability
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of
equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
3.1.3. Consents of Third Parties. The execution,
delivery and performance of this agreement by Xxxxxx will not:
(a) violate or conflict with its articles of incorporation or by-
laws; (b) conflict with, or result in the breach, termination or
acceleration of, or constitute a default under, any lease,
agreement, commitment or other instrument to which Xxxxxx is a
party or by which it or its properties are bound; or
(c) constitute a violation of any law, regulation, order, writ,
judgment, injunction or decree applicable to Xxxxxx or any of its
properties or require any governmental consent or approval, other
than those set forth on schedule 3.1.3.
3.1.4. Litigation. There is no judicial or
administrative action or proceeding pending or, to the best of
Xxxxxx'x knowledge, threatened, nor, to the best of Xxxxxx'x
knowledge, is there any governmental investigation pending or
threatened, that questions the validity of this agreement or any
action taken or to be taken by Xxxxxx in connection with this
agreement. Except as set forth on schedule 3.1.4, there is no
litigation or proceeding pending or, to the best of Xxxxxx'x
knowledge, threatened, nor, to the best of Xxxxxx'x knowledge, is
there any governmental investigation pending or threatened nor is
there any order, injunction or decree outstanding against Xxxxxx.
3.2. Representations and Warranties of ITN. ITN
represents and warrants to Xxxxxx as follows:
3.2.1. Existence and Power. ITN is a corporation
validly existing and in good standing under the law of the state
of Delaware and has the full power and authority to enter into
and perform this agreement.
3.2.2. Authorization. The execution, delivery and
performance of this agreement by ITN have been duly authorized by
all necessary action, and this agreement constitutes the valid
and binding obligation of ITN enforceable against ITN in
accordance with its terms, except to the extent enforceability
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of
equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
3.2.3. Consents of Third Parties. The execution,
delivery and performance of this agreement by ITN will not: (a)
violate or conflict with its certificate of incorporation or by-
laws; (b) conflict with, or result in the breach, termination or
acceleration of, or constitute a default under, any lease,
agreement, commitment or other instrument to which ITN is a party
or by which it or its properties are bound; or (c) constitute a
violation of any law, regulation, order, writ, judgment,
injunction or decree applicable to ITN or any of its properties
or require any governmental consent or approval, other than those
set forth on schedule 3.2.3.
3.2.4. Litigation. There is no judicial or
administrative action or proceeding pending or, to the best of
ITN's knowledge, threatened, nor, to the best of ITN's knowledge,
is there any governmental investigation pending or threatened,
that questions the validity of this agreement or any action taken
or to be taken by ITN in connection with this agreement. Except
as set forth on schedule 3.2.4, there is no litigation or
proceeding pending or, to the best of ITN's knowledge,
threatened, nor, to the best of ITN's knowledge, is there any
governmental investigation pending or threatened nor is there any
order, injunction or decree outstanding against ITN.
4. Indemnification
4.1. By ITN. Subject to this section 4, ITN shall
indemnify and hold Xxxxxx harmless from and against all losses,
liabilities, damages and expenses (including reasonable
attorneys' fees) resulting from any breach of warranty or
agreement or any misrepresentation by ITN under this agreement.
4.2. By Xxxxxx. Subject to this section 4, Xxxxxx
shall indemnify and hold ITN harmless from and against all
losses, liabilities, damages and expenses (including reasonable
attorneys' fees) resulting from any breach of warranty or
agreement or any misrepresentation by Xxxxxx under this
agreement.
4.3. No Other Representations. Except as specifically
set forth in this agreement, neither ITN nor Xxxxxx has made, nor
shall either have liability for, any representation or warranty,
express or implied, in connection with the transactions
contemplated by this agreement. The parties agree that the
remedies provided in this section 4 are the exclusive remedies
for breach of warranty and misrepresentation under this
agreement.
4.4. Survival. The representations and warranties in
this agreement shall survive the execution and delivery of this
agreement.
4.5. Defense of Claims by Third Parties. If any claim
is made against any person or entity that, if sustained, would
give rise to a liability of a party for breach of warranty or
misrepresentation under this agreement, ITN and its counsel, at
ITN's sole expense, shall control the defense and settlement of
the claim, and shall do so in a manner intended to minimize each
party's liability.
5. Miscellaneous
5.1 Governing Law. This agreement shall be governed
by and construed in accordance with the law of the state of New
York applicable to agreements made and to be performed wholly in
the state of New York.
5.2. Notices. All notices and other communications
under this agreement shall be in writing and may be given by any
of the following methods: (a) personal delivery; (b) facsimile
transmission; (c) registered or certified mail, postage prepaid,
return receipt requested; or (d) overnight delivery services.
Notices shall be sent to the appropriate party at its address or
facsimile number given below (or at such other address or
facsimile number for that party as shall be specified by notice
given under this section 5.2):
if to either party, to that party at:
c/o Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
All such notices and communications shall be deemed received upon
(a) actual receipt by the addressee, (b) actual delivery to the
appropriate address or (c) in the case of a facsimile
transmission, upon transmission by the sender and issuance by the
transmitting machine of a confirmation slip confirming the number
of pages constituting the notice have been transmitted without
error. In the case of notices sent by facsimile transmission,
the sender shall contemporaneously mail a copy of the notice to
the addressee at the address provided for above. However, such
mailing shall in no way alter the time at which the facsimile
notice is deemed received.
5.3. Further Assurances. From time to time, each party
shall take such action and execute and deliver such documents as
the other may reasonably request to carry out the transactions
contemplated by this agreement.
5.4. Counterparts. This agreement may be executed in
counterparts, each of which shall be considered an original, but
both of which together shall constitute the same instrument.
5.5 Separability. If any provision of this agreement
is invalid or unenforceable, the balance of this agreement shall
remain in effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain applicable
to all other persons and circumstances.
5.6. Entire Agreement. This agreement contains a
complete statement of all the arrangements between the parties
with respect to its subject matter, supersedes all existing
agreements between them with respect to that subject matter, may
not be changed or terminated orally and any amendment or
modification must be in writing and signed by the party to be
charged.
INTEGRATED TRANSPORTATION NETWORK GROUP
INC.
By:__________________________________
XXXXXX SCIENCE CORPORATION
By:__________________________________
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
The undersigned incorporator, in order to form a
corporation under the General Corporation Law of Delaware,
certifies as follows:
FIRST: The name of the corporation is Integrated
Transportation Network Group Inc.
SECOND: The registered office of the corporation is
to be located at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, 00000-
1297, New Castle County. The name of its registered agent at
that address is Corporation Service Company
THIRD: The purpose of the corporation is to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The corporation shall have the authority to
issue 100 shares of common stock, par value $0.01 per share.
FIFTH: The name and mailing address of the
incorporator are as follows:
Xxxxxx X. Xxxxxx, Esq.
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SIXTH: A director of this corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for the breach of any fiduciary duty as a
director, except in the case of (a) any breach of the director's
duty of loyalty to the corporation or its stockholders, (b) acts
or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (c) under section 174
of the General Corporation Law of the State of Delaware or (d)
for any transaction from which the director derives an improper
personal benefit. Any repeal or modification of this Article by
the stockholders of the corporation shall not adversely affect
any right or protection of a director of the corporation existing
at the time of such repeal or modification with respect to acts
or omissions occurring prior to such repeal or modification.
SEVENTH: Unless, and except to the extent that, the
by-laws of the corporation shall so require, the election of
directors of the corporation need not be by written ballot.
EIGHTH: The corporation hereby confers the power to
adopt, amend or repeal bylaws of the corporation upon the
directors.
IN WITNESS WHEREOF, I have hereunto set my hand this
5th day of January, 1998.
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTEGRATED TRANSPORTATION NETWORK GROUP INC.
Pursuant to section 242 of the Delaware General
Corporation Law
The undersigned, Zhi-Xxxx Xx, chairman of the board of
Integrated Transportation Network Group Inc., a Delaware
corporation, certifies as follows:
1. Article FOURTH of the certificate of incorporation
of the corporation is amended to read in its entirety as follows:
"FOURTH: The corporation shall have authority to
issue 55,000,000 shares, consisting of 50,000,000
shares of common stock, par value $.01 per share,
and 5,000,000 shares of preferred stock, par value
$.01 per share. The board of directors may
authorize the issuance from time to time of
preferred stock in one or more series and with
such designations, preferences, relative,
participating, optional and other special rights,
and qualifications, limitations or restrictions
(which may differ with respect to each series) as
the board may fix by resolution."
2. This amendment was duly adopted in accordance with
section 242 of the Delaware General Corporation Law.
May __, 1998
------------------------
Zhi-Xxxx Xx
Chairman of the Board
Exhibit 10.3
CONSULTING AGREEMENT
This Agreement is made effective as of February 11, 1998, by and
between Xxxxxx Science Corp., of 000 Xxxxxxxxx Xxx, Xxx Xxxx
Xxxx, Xxx Xxxx 00000, and R.I.P. CONSULTANTS, of 00 Xxxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
In this Agreement, the party who is contracting to receive
services shall be referred to as "Xxxxxx", and the party who will
be providing the services shall be referred to as ""R.I.P."".
"R.I.P." has a background in Over 80 years of experience in Wall
Street both in the brokerage field and on the American Stock
Exchange and is willing to provide services to Xxxxxx based on
this background.
Xxxxxx desires to have services provided by "R.I.P.".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on February 11, 1998,
"R.I.P." will provide the following services, (collectively, the
"Services"): on a best effort basis we will
(1) - "R.I.P. will be consultants to "Xxxxxx" on all matters
that will pertain to their growth in the United States.
(2) - Review all materials prepared by "Xxxxxx" for listing
on the American Stock Exchange.
(3) - Help in the selection of appropriate attorneys and
accountants.
(4) - Facilitating the time it takes for listing on the
exchange by acting as "Xxxxxx" agents.
(5) - Interview and make the determination of which
specialist to house "Xxxxxx" stock.
(6) - Give all-around financial advice concerning the stock
exchange.
(7) - After listing, informing all "R.I.P." clients (325
broker dealers) to buy and try to support "Xxxxxx" because we
feel it is a "good buy".
(8) - If need be, "R.I.P." will lend "Xxxxxx" the right to
use their name to increase their credibility in the financial
community.
(9) - Identify and determine the interest of potential
investors, who would consider investing in "Xxxxxx".
(10) - We will meet with potential investors and include
assisting scheduling meetings and presentations for "Xxxxxx".
(11) - Give all around advice to "Xxxxxx" based on our
knowledge and skills learned from over 80 years of professional
service both in the brokerage and exchange business.
2. PERFORMANCE OF SERVICES. The manner in which the Services
are to be performed and the specific hours to be worked by
"R.I.P." shall be determined by "R.I.P.". Xxxxxx will rely on
"R.I.P." to work as many hours as may be reasonably necessary to
fulfill "R.I.P."'s obligations under this Agreement.
3. PAYMENT. Xxxxxx will pay a fee to "R.I.P." for the Services
in the amount of $108,000.00. This fee shall be payable in two
parts:
The first part will be that Xxxxxx will pay to "R.I.P." 30,000
shares of company stock upon signing this contract, (As a
retainer fee for services to be performed for listing, picking
the right Specialist, and supporting the stock)
The second part will be that Xxxxxx will give R.I.P. $9000 a
month effective 4 months after successfully being listing on the
American Sock Exchange, for all other services contained in this
contract. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that "R.I.P."
shall be entitled to payments for periods or partial periods that
occurred prior to the date of termination and for which "R.I.P."
has not yet been paid,.
4. COMMISSION PAYMENTS. Xxxxxx will make commission payments
to "R.I.P." based on 3.00% of any monies raised. For the
purposes of this Agreement, any monies raised means Any funding
that is raised by either investors or agents that is brought in
by "R.I.P." for the benefit of "Xxxxxx." and that commission
will be in the form of 1 1/2% in stock, and 1 1/2% in cash.
a. Accounting. Xxxxxx shall maintain records in
sufficient detail for purposes of determining the amount of
the commission. Xxxxxx shall provide to "R.I.P." a written
accounting that sets forth the manner in which the
commission payment was calculated.
5. TERM/TERMINATION. This Agreement may be terminated by
either party upon 30 days written notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties
that "R.I.P." is an independent contractor with respect to
Xxxxxx, and not an employee of Xxxxxx. Xxxxxx will not provide
fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of
"R.I.P.".
7. EMPLOYEES. "R.I.P."'s employees, if any, who perform
services for Xxxxxx under this Agreement shall also be bound by
the provisions of this Agreement. At the request of Xxxxxx,
"R.I.P." shall provide adequate evidence that such persons are
"R.I.P."'s employees.
8. ASSIGNMENT. "R.I.P."'s obligations under this Agreement may
not be assigned or transferred to any other person, firm, or
corporation without the prior written consent of Xxxxxx.
9. CONFIDENTIALITY. "R.I.P." recognizes that Xxxxxx has and
will have the following information:
- costs
- future plans
- business affairs
- trade secrets
and other proprietary information (collectively, "Information")
which are valuable, special and unique assets of Xxxxxx.
"R.I.P." agrees that "R.I.P." will not at any time or in any
manner, either directly or indirectly, use any Information for
"R.I.P."'s own benefit, or divulge, disclose, or communicate in
any manner any Information to any third party without the prior
written consent of Xxxxxx. "R.I.P." will protect the Information
and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
10. CONFIDENTIALITY AFTER TERMINATION. The confidentiality
provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
11. RETURN OF RECORDS. Upon termination of this Agreement,
"R.I.P." shall deliver all records, notes, data, memoranda,
models, and equipment of any nature that are in "R.I.P."'s
possession or under "R.I.P."'s control and that are Xxxxxx'x
property or relate to Xxxxxx'x business.
12. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed delivered when
delivered in person or deposited in the United States mail,
postage prepaid, addressed as follows:
If for Xxxxxx:
Xxxxxx Science Corp.
Xx. Xx, Xxx-xxxx or Xx. Xxxxxx Xxx
000 Xxxxxxxxx Xxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000
If for "R.I.P.":
R.I.P. CONSULTANTS
Xx. Xxx Xxxxxx
Chairman of the Board
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth
above.
13. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties and there are no other promises or
conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between
the parties.
14. AMENDMENT. This Agreement may be modified or amended if
the amendment is made in writing and is signed by both partes.
15. SEVERABILITY. If any provision of this Agreement shall be
held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a
court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed
to be written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as
a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the
laws of the State of New York.
Party receiving services:
Xxxxxx Science Corp.
By: /s/ Xx Xxx-xxxx
Xx. Xx, Xxx-xxxx
President
Party providing services:
R.I.P. CONSULTANTS
By: /s/ Xxx Xxxxxx 2/13/98
Xxx Xxxxxx
Chairman of the Board
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Integrated Transportation Network Group Inc.
New York, New York
We hereby consent to the use in the Prospectus
constituting a part of this Registration Statement of our report
dated January 30, 1998 (except for Note 9(a), which is as of
March 31, 1998 and Note 1 which is as of , 1998), relating
to the consolidated financial statements of Integrated
Transportation Network Group Inc. and Subsidiaries, which is
contained in that Prospectus.
We also consent to the reference to us under the
caption "Experts" in the Prospectus.
/s/ BDO Binder
BDO Binder
May 1, 1998
