EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this
2nd day of November 2005 by and among Dragon Venture., a Nevada Corporation,
(hereinafter referred to as "Dragon"), Genesis Technology Group, Inc., a Florida
corporation, (hereinafter referred to as "Genesis") and Zhaoli Technology
Development Company, Limited (hereinafter referred to as "Chorry"), a Chinese
Limited Liability Company. (All together Dragon, Chorry, and Genesis shall be
referred to as the "Parties")
RECITALS:
A. Genesis Technology Group, Inc. owns 80% of the issued and
outstanding shares of the capital stock of Zhaoli Technology
Development Company, Limited.
B. Dragon Venture is seeking to acquire Genesis' 80% of the
issued and outstanding capital stock of the Zhaoli Technology
Development Company, Limited, making Chorry a subsidiary of
Dragon, and
C. Genesis Technology Group, Inc. seeks to divest its ownership
of Zhaoli Technology Development Company, Limited.
D. Zhaoli Technology Development Company, Limited is an
information technology enterprise operating in China. Zhaoli
Technology Development Company, Limited provides software
solutions which integrate sales and technology with various
services. Zhaoli Technology Development Company, Limited was
formerly known as Shanghai Zhaoli Technology Development
Company, Ltd.
E. The management of Zhaoli Technology Development Company,
Limited seek to become a subsidiary of Dragon,
F. The board of directors and management of Genesis Technology
Group, Inc. have authorized the transaction as delineated
herein through a vote before December 15, 2005.
G. The board of directors and management of Zhaoli Technology
Development Company, Limited have authorized the transaction
as delineated herein through a vote before December 15, 2005.
H. It is the intention of the parties hereto that: (i) Genesis
shall deliver to Dragon BLANK shares of Chorry representing an
80% ownership of the issued and outstanding capital stock of
Chorry (ii) Dragon shall issue to Genesis, common shares of
Dragon with a current market value of $500,000.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. EXCHANGE OF SHARES
1.1 Exchange of Shares. Dragon and Genesis hereby agree that
immediately following shareholder approval of the Agreement, Genesis will
deliver 100% of its shares of Zhaoli Technology Development Company, Limited
representing its 80% ownership to Dragon Venture, and Dragon Venture will
deliver $500,000 worth of shares of common stock of Dragon Venture to Genesis.
The amount of the shares to be issued to Genesis will be calculated at the
average closing ask price for the 10 days prior to the closing date ("Dragon
Shares"). The closing date will be the day that Genesis obtains shareholder
approval for the transaction ("Closing Date"), but no later than December 15,
2005.
1.2 Delivery of Chorry Shares. On the Closing Date, Genesis will
deliver to Dragon stock certificates representing 80% of the Zhaoli Technology
Development Company, Limited, duly endorsed (or with executed stock powers) so
as to make Dragon the 80% owner thereof. Dragon shall issue to Genesis $500,000
worth of Dragon Venture common stock.
1.3 Investment Intent. The newly issued shares of Dragon common
stock have not been registered under the Securities Act of 1933, as Amended, and
may not be resold unless the common shares are registered under the Act or an
exemption from such registration is available. Genesis represents and warrants
that it is acquiring the common shares for its own account, for purposes of
investment. The common shares issued to Genesis can be sold in compliance with
Rule 144 of the Act. Each certificate will have a legend thereon incorporating
language as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless in
the opinion of counsel satisfactory to the Company,
registration is not required under the Act."
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1.4. Conditions Precedent. Completion of the Exchange shall be
conditional upon (a) Dragon has obtained all the necessary consent,
authorization and approval from the relevant regulatory authorities, its board
of directors and/or its shareholders; (b) Genesis has obtained all the necessary
consent, authorization and approval from the relevant regulatory authorities,
its board of directors and/or its shareholders;
SECTION 2. REPRESENTATIONS AND WARRANTIES OF GENESIS TECHNOLOGY GROUP, INC., AND
ZHAOLI TECHNOLOGY DEVELOPMENT COMPANY, LIMITED
Genesis and Chorry hereby represent and warrant as follows:
2.1 Organization and Good Standing; Ownership of Shares. Chorry, a
subsidiary of Genesis, is an entity duly organized, validly existing and in good
standing under the laws of China, and is entitled to own or lease its properties
and to carry on its business as and in the places where such properties are now
owned, leased or operated and such business is now conducted. Chorry, a
subsidiary of Genesis, is duly licensed or qualified and in good standing as a
Chinese company where the character of the properties owned by it or the nature
of the business transacted by it make such licenses or qualifications necessary.
There are no outstanding subscriptions, rights, options, warrants or other
agreements obligating either Genesis or Chorry to issue, sell or transfer any
stock or other securities of Chorry.
2.2 Ownership of Capital Stock. Genesis is the beneficial owner of
record and beneficially of 80% of the shares of capital stock of Chorry, all of
which shares are free and clear of all rights, claims, liens and encumbrances,
and have not been sold, pledged, assigned or otherwise transferred except
pursuant to this Agreement. Genesis has clearly informed Dragon that the
question of "registered capital" may be an issue in China, and Dragon agrees
that it accepts all future liabilities to obtain such registered capital of
Chorry, if required by Chinese law or regulatory agencies.
2.3 Financial Statements, Books and Records. There has been
previously delivered to Dragon the audited balance sheet of Genesis as of June
30, 2005 (the "Balance Sheet"). The Balance Sheet is true and accurate and
fairly represents the financial position of Chorry as at such date, and has been
prepared in accordance with generally accepted accounting principles
consistently applied. For the year ended September 30, 2005, Genesis and Dragon
shall equally divide the cost of the audit to be performed by Sherb & Company.
2.4 No Material Adverse Changes. Since the date of the Balance
Sheet there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise) or prospective business of the
Company;
(ii) any damage, destruction or loss materially affecting
the assets, prospective business, operations or condition (financial or
otherwise) of the Company, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of the
Company's capital stock;
(iv) any sale of an asset (other than in the ordinary
course of business) or any mortgage or pledge by the Company of any properties
or assets; or
(v) adoption of any pension, profit sharing, retirement,
stock bonus, stock option or similar plan or arrangement.
2.5 Taxes. Genesis and Chorry have prepared and filed all
appropriate tax returns for all periods prior to and through the date hereof for
which any such returns have been required to be filed by it and has paid all
taxes shown to be due by said returns or on any assessments received by it or
has made adequate provision for the payment thereof.
2.6 Compliance with Laws. Genesis and Chorry have complied with
all federal, state, county and local laws, ordinances, regulations, inspections,
orders, judgments, injunctions, awards or decrees applicable to it or its
business which, if not complied with, would materially and adversely affect the
business of the Company.
2.7 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of
Incorporation or By-Laws of the Genesis and/or Chorry;
(ii) violate, conflict with or result in the breach of any
of the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Genesis and/or Chorry is a party or by or to which it or any of its assets
or properties may be bound or subject;
(iii) violate any order, judgment, injunction, award or
decree of any court, arbitrator or governmental or regulatory body against, or
binding upon, the Company, or upon the properties or business of Genesis and/or
Chorry; or
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(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a materially adverse effect on the business or operations of Genesis and/or
Chorry.
2.8 Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or regulatory
body or arbitration tribunal against or involving Genesis and/or Chorry.
2.9 Brokers or Finders. No broker's or finder's fee will be
payable by the Company in connection with the transactions contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by
Genesis and/or Chorry.
2.10 Real Estate. Neither Genesis and/or Chorry owns real property
nor is a party to any leasehold agreement.
2.11 Tangible Assets. Genesis and/or Chorry has full title and
interest in all machinery, equipment, furniture, leasehold improvements,
fixtures, vehicles, structures, owned or leased by Genesis and/or Chorry, any
related capitalized items or other tangible property material to the business of
Genesis and/or Chorry (the "Tangible Assets"). Genesis and/or Chorry holds all
rights, title and interest in all the Tangible Assets owned by it on the Balance
Sheet or acquired by it after the date of the Balance Sheet, free and clear of
all liens, pledges, mortgages, security interests, conditional sales contracts
or any other encumbrances. All of the Tangible Assets are in good operating
condition and repair taking into account the age of the tangible assets and
subject to fair wear and tear, and are usable in the ordinary course of business
of Genesis and/or Chorry and conform to all applicable laws, ordinances and
governmental orders, rules and regulations relating to their construction and
operation.
2.12 Liabilities. Genesis and/or Chorry do not have any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, Genesis and/or Chorry will not have any
Liabilities, other than Liabilities fully and adequately reflected on the
Balance Sheet, except for Liabilities incurred in the ordinary course of
business.
2.13 Operations of the Company. From the date of the Balance Sheet
on June 30, 2005 and through the Closing Date hereof Genesis and/or Chorry has
not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred
or assumed any indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of Genesis and/or Chorry
except in the ordinary course of business; or
(vi) materially increased the annual rate of compensation
of any executive employee of Genesis and/or Chorry;
(vii) increased, terminated, amended or otherwise modified
any plan for the benefit of employees of Genesis and/or Chorry;
(viii) issued any equity securities or rights to acquire
such equity securities; or
(ix) except in the ordinary course of business, entered
into or modified any contract, agreement or transaction.
2.14 Capitalization. Chorry is a Chinese liability company with RMB
5,000,000 registered capital and two shareholders, Genesis Technology Group,
Inc. and Wuzhang Wang.
2.15 Full Disclosure. No representation or warranty by Genesis
and/or Chorry in this Agreement or in any document or schedule to be delivered
by them pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished to Dragon pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the businesses of Genesis and/or Chorry.
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2.16 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 2 shall be true and
complete on the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF DRAGON
Dragon hereby represents and warrants to the Company and the
Shareholders as follows:
3.1 Organization and Good Standing. Dragon is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased, or
operated and such business is now conducted. The authorized capital stock of
Dragon consists of 100,000,000 shares of Common Stock (Par Value $0.001), of
which 70,031,060 shares are presently issued and outstanding. Dragon is duly
licensed or qualified and in good standing as a foreign corporation where the
character of the properties owned by Dragon or the nature of the business
transacted by it make such license or qualification necessary. Dragon does have
subsidiaries doing business in China.
3.2 The Dragon Shares. The Dragon Shares to be issued to the
Shareholder have been or will have been duly authorized by all necessary
corporate and stockholder actions and, when so issued in accordance with the
terms of this Agreement, will be validly issued, fully paid and non-assessable.
3.3 Financial Statements; Books and Records. There has been
previously delivered to the Company, the unaudited balance sheet of Dragon as
June 30, 2005. (the "Dragon Balance Sheet") and the related statements of
operations for the periods then ended (the "Dragon Financial Statements"). The
Financial Statements are true and accurate and fairly represent the financial
position of Dragon as at such dates and the results of its operations for the
periods then ended, and have been prepared in accordance with generally accepted
accounting principles consistently applied.
3.4 No Material Adverse Changes. Since the date of the Dragon
Balance Sheet on June 30, 2005, there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise) or prospective business of
Dragon;
(ii) any damage, destruction or loss materially affecting
the assets, prospective business, operations or condition (financial or
otherwise) of Dragon, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of Dragon
capital stock;
(iv) any sale of an asset (other than in the ordinary
course of business) or any mortgage or pledge by Dragon of any properties or
assets; or
(v) adoption of any pension, profit sharing, retirement, stock
bonus, stock option or similar plan or arrangement.
3.5 Taxes. Dragon has prepared and filed all appropriate federal,
state and local tax returns of every kind and category (including, without
limitation, income taxes, estimated taxes, excise taxes, sales taxes, inventory
taxes, use taxes, gross receipt taxes, franchise taxes and property taxes) for
all periods prior to and through the date hereof for which any such returns have
been required to be filed by it or the failure to make such filings and
resulting liability would not be material relative to the results of operations
of Dragon. Dragon has paid all taxes shown to be due by the said returns or on
any assessments received by it or has made adequate provision for the payment
thereof.
3.6 Compliance with Laws. Dragon has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to their businesses,
including Federal and State securities laws, which, if not complied with, would
materially and adversely affect the business of Dragon or the trading market for
the shares of Dragon Common Stock.
3.7 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of
Incorporation or By-Laws of Dragon;
(ii) violate, conflict with or result in the breach of any
of the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Dragon is a party or by or to which it or any of its assets or properties
may be bound or subject;
(iii) violate any order, judgment, injunction, award or
decree of any court, arbitrator or governmental or regulatory body against, or
binding upon, Dragon or upon the properties or business of Dragon; or
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(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a material adverse effect on the business or operations of Dragon.
3.8 Actions and Proceedings. There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or regulatory
body or arbitration tribunal against or involving Dragon.
3.9 Brokers or Finders. No broker's or finder's fee will be
payable by Dragon in connection with the transactions contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by
Dragon.
3.10 Assets Dragon has full title and interest in all machinery,
equipment, furniture, leasehold improvements, fixtures, vehicles, structures,
owned or leased by Dragon, any related capitalized items or other tangible
property material to the business of Dragon (the "Dragon Tangible Assets").
Dragon holds all rights, title and interest in all the Dragon Tangible Assets
owned by it on the Dragon Balance Sheet or acquired by it after the date of the
Dragon Balance Sheet, free and clear of all liens, pledges, mortgages, security
interests, conditional sales contracts or any other encumbrances. All of the
Dragon Tangible Assets are in good operating condition and repair taking into
account the age of the tangible assets and subject to fair wear and tear, and
are usable in the ordinary course of business of Dragon and conform to all
applicable laws, ordinances and governmental orders, rules and regulations
relating to their construction and operation.
3.11 Liabilities. Dragon does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, Dragon will not have any Liabilities,
other than Liabilities fully and adequately reflected on the Dragon Balance
Sheet or Dragon balance sheet dated June 30, 2005, except for Liabilities
incurred in the ordinary course of business.
3.12 Operations of Dragon. Except as set forth on Schedule 3.11
attached hereto and since the date of the Dragon Balance Sheet on June 30, 2005,
Dragon has not:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred
or assumed any indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of Dragon except in the
ordinary course of business; or
(vi) materially increased the annual level of compensation
of any executive employee of Dragon;
(vii) increased, terminated amended or otherwise modified
any plan for the benefit of employees of Dragon;
(viii) issued any equity securities or rights to acquire
such equity securities; or
(ix) except in the ordinary course of business, entered
into or modified any contract, agreement or transaction.
3.13 Authority to Execute and Perform Agreements. Dragon has the
full legal right and power and all authority and approval required to enter
into, execute and deliver this Agreement and to perform fully their obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of Dragon, enforceable in accordance with its terms,
except as may be limited by bankruptcy, moratorium, insolvency or other similar
laws generally affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by Dragon of this Agreement, in accordance with its
respective terms and conditions will not:
(i) require the approval or consent of any governmental
or regulatory body, the Stockholders of Dragon, or the approval or consent of
any other person;
(ii) conflict with or result in any breach or violation of
any of the terms and conditions of, or constitute (or with any notice or lapse
of time or both would constitute) a default under, any order, Dragon is a party
or by or to which Dragon is bound or subject; or
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(iii) result in the creation of any lien or other
encumbrance on the assets or properties of Dragon.
3.14 Delivery of Periodic Reports; Compliance with 1934 Act. Dragon
is a non-reporting company and will not deliver any periodic reports to the
shareholder.
3.15 Capitalization. The authorized capital stock of Dragon
consists of 100,000,000 shares of common stock, $.001 par value, of which
70,031,060 shares are presently issued. Except as indicated in Schedule 3.14
hereto, Dragon has not granted, issued or agreed to grant, issue or make
available any warrants, options, subscription rights or any other commitments of
any character relating to the issued or unissued shares of capital stock of
Dragon.
3.16 Full Disclosure. No representation or warranty by Dragon in
this Agreement or in any document or schedule to be delivered by it pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished to the Company or the Shareholders pursuant hereto or in connection
with the execution or performance of this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to state any fact
necessary to make any statement herein or therein not materially misleading or
necessary to a complete and correct presentation of all material aspects of the
business of Dragon.
3.17 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 3 shall be true and
complete on the Closing Date with the same force and effect as through such
representations and warranties had been made on and as of the Closing Date.
SECTION 4. COVENANTS OF COMPANY AND SHAREHOLDER
The Company and the Shareholders covenant to Dragon as follows:
4.1 Conduct of Business. From the date hereof through the Closing
Date, Genesis and Chorry shall conduct its business in the ordinary course.
4.2 Preservation of Business. From the date hereof through the
Closing Date, Genesis and Chorry shall use its best efforts to preserve its
business organization intact, keep available the services of its present
employees, consultants and agents, maintain its present suppliers and customers
and preserve its goodwill.
4.3 Litigation. Genesis and Chorry shall promptly notify Dragon of
any lawsuits, claims, proceedings or investigations which after the date hereof
are threatened or commenced against the Company or against any officer,
director, employee, consultant, agent, shareholder or other representative with
respect to the affairs of the Company.
4.4 Continued Effectiveness of Representations and Warranties.
From the date hereof through the Closing Date, Genesis and Chorry shall conduct
its business in such a manner so that the representations and warranties
contained in Section 2 shall continue to be true and correct on and as of the
Closing Date and as if made on and as of the Closing Date, and shall:
(i) promptly give notice to Dragon of any event,
condition or circumstance occurring from the date hereof through the Closing
Date which would render any of the representations or warranties materially
untrue, incomplete, insufficient or constitute a violation or breach of this
Agreement; and
(ii) supplement the information contained herein in order
that the information contained herein is kept current, complete and accurate in
all material respects.
SECTION 5. COVENANTS OF DRAGON
DRAGON covenants to Genesis and Chorry as follows:
5.1 Conduct of Business. From the date hereof through the Closing
Date, Dragon shall conduct its business in the ordinary course and, without the
prior written consent of Chorry, shall ensure that Dragon does not undertake any
of the actions specified in Section 3.12 hereof.
5.2 Preservation of Business. From the date hereof through the
Closing Date, Dragon shall preserve its business organization intact and use its
best efforts to preserve Dragon goodwill.
5.3 Litigation. Dragon shall promptly notify Chorry of any
lawsuits, claims, proceedings or investigations that after the date hereof are
threatened or commenced against Dragon or against any officer, director,
employee, consultant, agent, or stockholder with respect to the affairs of
Dragon.
5.4 Continued Effectiveness of Representations and Warranties.
From the date hereof through the Closing Date, Dragon shall conduct its business
in such a manner so that the representations and warranties contained in Section
3 shall continue to be true and correct on and as of the Closing Date and as if
made on and as of the Closing Date, and shall:
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(i) promptly give notice to Chorry of any event,
condition or circumstance occurring from the date hereof through the Closing
Date which would render any of the representations or warranties materially
untrue, incomplete, insufficient or constitute a violation or breach of this
Agreement; and
(ii) supplement the information contained herein in order
that the information contained herein is kept current, complete and accurate in
all material respects.
5.5 No Other Negotiations. From the date hereof until the earlier
of the termination of this Agreement or consummation of this Agreement, Dragon
will not permit and will not authorize any officer or director of Dragon or any
other person on its behalf to, directly or indirectly, solicit, encourage,
negotiate or accept any offer from any party concerning the possible disposition
of all or any substantial portion of the capital stock by merger, sale or any
other means or any other transaction that would involve a change in control of
Dragon, or any transaction in which Dragon contemplates issuing equity or debt
securities.
SECTION 6. COVENANTS
6.1 Corporate Examinations and Investigations. Prior to the
Closing Date, the parties acknowledge that they have been entitled, through
their employees and representatives, to make such investigation of the assets,
properties, business and operations, books, records and financial condition of
the other as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the representations,
warranties, covenants or agreements of the other party under this Agreement.
6.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
6.3 Further Assurances. The parties shall execute such documents
and other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to a closing on October 31, 2005, including,
without limitation, the execution and delivery of any documents or other papers,
the execution and delivery of which are necessary or appropriate to the Closing
Date.
SECTION 7. CONDITIONS PRECEDENT TO THE OBLIGATION OF GENESIS AND CHORRY TO CLOSE
The obligation of Genesis and Chorry to enter into and complete the
Agreement is subject, at the option of Genesis and Chorry, to the fulfillment on
or prior to the Closing Date of the following conditions, any one or more of
which may be waived by Dragon in writing.
7.1 Representations and Covenants. The representations and
warranties of Genesis and Chorry contained in this Agreement shall be true in
all material respects on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date. Genesis and Chorry shall
have performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by
Genesis and Chorry on or prior to the Closing Date. Genesis and Chorry shall
have delivered to Dragon, if requested, a certificate, dated the Closing Date,
to the foregoing effect.
7.2 Governmental Permits and Approvals; Corporate Resolutions. Any
and all permits and approvals from any governmental or regulatory body required
for the lawful consummation of the closing shall have been obtained. The Board
of Directors of Genesis and Chorry shall have approved the transactions
contemplated by this Agreement and Genesis and Chorry shall have delivered to
Dragon, if requested by Dragon, resolutions by its Board of Directors, certified
by the Secretary of each company, Genesis and Chorry, authorizing the
transactions contemplated by this Agreement.
7.3 Satisfactory Business Review. Genesis and Chorry shall have
satisfied itself, after Genesis, Chorry and its representatives have completed
the review of the business of Dragon contemplated by this Agreement, that none
of the information revealed thereby or in the Dragon Balance Sheet has resulted
in, or in the reasonable opinion of Genesis and Chorry may result in, a material
adverse change in the assets, properties, business, operations or condition
(financial or otherwise) of Dragon.
7.4 Certificate of Good Standing. In the event such request is
furnished to Genesis, Genesis shall receive a certificate of good standing dated
10 business days prior to the Closing Date to the effect that Genesis and Chorry
are in good standing under the laws of its jurisdictions of incorporation.
7.5 Stock Certificates: At the Closing, Genesis will deliver the
certificates in the amount of BLANK shares of Zhaoli Technology Development
Company, Limited representing 80% of the issued and outstanding shares of Zhaoli
Technology Development Company, Limited, duly endorsed (or with executed stock
powers) so as to make Dragon the 80% owner thereof within 10 business days.
7.8 Other Documents. (ZHAOLI) TECHNOLOGY DEVELOPMENT COMPANY,
LIMITED shall have delivered such other documents, instruments and certificates,
if any, as are required to be delivered pursuant to the provisions of this
Agreement or which may be reasonably requested in furtherance of the provisions
of this Agreement.
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SECTION 8. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY AND SHAREHOLDER
TO CLOSE
The obligation of Dragon to enter into and complete the agreement is
subject, at the option of Dragon, to the fulfillment on or prior to the Closing
Date of the following conditions, any one or more of which may be waived in
writing by Dragon.
8.1 Representations and Covenants. The representations and
warranties of Dragon contained in this Agreement shall be true in all material
respects on the Closing Date with the same force and effect as though made on
and as of the Closing Date. Dragon shall have performed and complied with all
covenants and agreements required by the Agreement to be performed or complied
with by Dragon on or prior to the Closing Date. Dragon will deliver to Dragon
and Chorry, if requested, a certificate, dated the Closing Date and signed by an
executive officer of Dragon, to the foregoing effect within 10 business days
after the closing.
8.2 Governmental Permits and Approvals; Corporate Resolutions. Any
and all permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Agreement shall have been obtained. The Board
of Directors of Dragon shall have approved the transactions contemplated by this
Agreement, and Dragon will deliver to Chorry, if requested, resolutions by their
Board of Directors certified by the Secretary of Dragon authorizing the
transactions contemplated by this Agreement within 10 business days after the
closing.
8.5 Satisfactory Business Review. Dragon shall have satisfied
itself, after Dragon and its representatives have completed the review of the
business of Chorry contemplated by this Agreement, that none of the information
revealed thereby or in the Balance Sheet has resulted in, or in the reasonable
opinion of Dragon may result in, a material adverse change in the assets,
properties, business, operations or condition (financial or otherwise) of
Chorry.
8.6 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may in the
reasonable opinion of the Company and the Shareholder, have a materially adverse
effect on the assets, properties, business, operations or condition (financial
or otherwise) of Dragon.
8.7 Certificate of Good Standing. In the event such request is
made by the board of directors of Chorry, Dragon shall deliver to Chorry a
certificate of good standing within 10 business days after the Closing Date to
the effect that Dragon is in good standing under the laws of its jurisdictions
of incorporation.
8.8 Stock Certificates. Following the Closing Date, Genesis shall
receive certificates representing the Dragon Shares to be received pursuant
hereto and subject to the conditions previously described within 10 business
days.
8.9 Other Documents. Dragon shall have delivered such other
instruments, documents and certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement or which may be reasonably
requested in furtherance of the provisions of this Agreement.
SECTION 9. INDEMNIFICATION
9.1 Obligation of Genesis to Indemnify. Subject to the limitations
on the survival of representations and warranties contained in Sections 8,
Genesis hereby agrees to indemnify, defend and hold harmless Dragon from and
against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement of Dragon
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
9.2 Obligation of Dragon to Indemnify. Subject to the limitations
on the survival of representations and warranties contained in Section 7, Dragon
hereby agrees to indemnify, defend and hold harmless Genesis from and against
any losses, liabilities, damages, deficiencies, costs or expenses (including
interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss")
based upon, arising out of or otherwise due to any inaccuracy in or any breach
of any representation, warranty, covenant or agreement of Genesis contained in
this Agreement or in any document or other writing delivered pursuant to this
Agreement.
SECTION 10. THE CLOSING
The Closing shall take place as soon as Genesis shareholders approve
the Agreement. At the Closing, the parties shall provide each other with such
documents as may be necessary or appropriate in order to consummate the
transactions contemplated hereby including evidence of due authorization of the
Agreement and the transactions contemplated hereby.
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SECTION 11. MISCELLANEOUS
11.1 Waivers. The waiver of a breach of this Agreement or the
failure of any party hereto to exercise any right under this Agreement shall in
no event constitute waiver as to any future breach whether similar or dissimilar
in nature or as to the exercise of any further right under this Agreement.
11.2 Amendment. This Agreement may be amended or modified only by
an instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
11.3 Assignment. This Agreement is not assignable except by
operation of law.
11.4 Notices. Until otherwise specified in writing, the mailing
addresses of both parties of this Agreement shall be as follows:
GENESIS TECHNOLOGY GROUP, INC. DRAGON VENTURE
AND
(ZHAOLI) TECHNOLOGY DEVELOPMENT COMPANY, LIMITED 000 Xxxxxxx Xxxx
Xxxxxxxx 0, Xxxxx 0000
Genesis Technology Group, Inc. Shanghai, China
0000 Xxxxxx Xxxx, Xxxxx 000 Tel: 00-00-00000000
Xxxx Xxxxx, XX 00000 Fax: 00-00-00000000
TELEPHONE: 000-000-0000
FAX: 000-000-0000
Any notice or statement given under this Agreement shall be deemed to have been
given if sent either by registered mail addressed to the other party at the
address indicated above or at such other address that shall have been furnished
in writing to the addressor or via facsimile to the numbers provided.
11.5 Governing Law. This Agreement shall be construed, and the
legal relations be the parties determined, in accordance with the laws of the
State of Florida, thereby precluding any choice of law rules which may direct
the applicable of the laws of any other jurisdiction.
11.6 Publicity. No publicity release or announcement concerning
this Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party except as required
to stay in compliance with the Dragon reporting obligations under the Securities
Exchange Act of 1934.
11.7 Entire Agreement. This Agreement and the collateral agreements
executed in connection with the consummation of the transactions contemplated
herein contain the entire agreement among the parties with respect to the
purchase and issuance of the Genesis' Shares and the Dragon Shares and related
transactions, and supersede all prior agreements, written or oral, with respect
thereto.
11.8 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
11.9 Severability of Provisions. The invalidity or unenforceability
of any term, phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or any part thereof.
11.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
ZHAOLI TECHNOLOGY DEVELOPMENT
GENESIS TECHNOLOGY GROUP, INC. COMPANY, LIMITED (AKA CHORRY)
/s/ Xxxx X. Xxxxxxx /s/ Wuznag Wang
-------------------------------------------- ---------------------------------
Sign name Sign name
Xxxx X. Xxxxxxx Wuzhang Wang
-------------------------------------------- ---------------------------------
Pint Name Pint Name
CEO, Chairman of the Board CEO
-------------------------------------------- ---------------------------------
Title Title
November 1, 2005 November 2, 2005
-------------------------------------------- ---------------------------------
Date Date
--------------------------------------------------------------------------------
DRAGON VENTURE
/s/ Xxxxxxxx Xxxx
--------------------------------------------
Sign name
Xxxxxxxx Xxxx
--------------------------------------------
Pint Name
CEO
--------------------------------------------
Title
November 2, 2005
--------------------------------------------
Date
10
