SHARE EXCHANGE AGREEMENT
THIS
SHARE EXCHANGE AGREEMENT (this
“Agreement”) made
as
of this 18th
day of
November, 2005 (the “Effective Date”), by and among Green Villa Holdings, Ltd.
(“Green Villa”), a British Virgin Islands corporation, with its principal
address at Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town,
Tortola, those
persons executing this Agreement whose names are set forth in the signature
pages with the number of shares they own in Green Villa (collectively, the
“Shareholders”), owning all of the issued and outstanding shares of capital
stock of Green Villa, and Newsummit Biopharma Co., Inc (“Issuer”), a Delaware
corporation, with its principal address at 000 Xxxxxxx Xxxx, 0xx
Xxxxx,
Xxxxx Xxxxxxxx, Xxxxxxxx, The People’s Republic of China, and is a wholly-owned
subsidiary of Green Villa.
WHEREAS,
the Shareholders own all of the issued and outstanding shares of capital stock
of Green Villa (the “Shares”);
WHEREAS,
the Shareholders desire to exchange all of their shares of capital stock of
Green Villa for shares of common stock of the Issuer, as set forth in
Schedule
A
attached
hereto, with the result being that Green Villa will become a wholly owned
subsidiary of Issuer; and
NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
to
be legally bound hereby, do mutually agree as follows:
ARTICLE
I
THE
TRANSACTIONS
1.1 The
Exchange.
On the
“Closing Date” as provided in Section 1.2, the Shareholders shall receive an
aggregate of 10,000,000 shares of Issuer in exchange for all of the shares
of
capital stock of Green Villa (the “Exchange”), as set forth in Schedule
A
hereto,
and Issuer shall receive shares of Green Villa representing all of the
outstanding capital stock of Green Villa. No Shareholder shall have any right
to
receive fractional shares, but any fractional share shall be rounded to the
nearest whole share.
1.2 Closing.
The
closing of the Exchange contemplated hereby (the “Closing”) shall be held on the
next business day following the effectiveness of the Issuer’s Registration
Statement. The date upon which the Closing shall occur shall be referred to
as
the “Closing Date.”
1.3 Nominee.
Xxx
Xxx, a Shareholder, holds the issued and outstanding shares of capital stock
of
Green Villa as nominee (the “Nominee”) for the Shareholders listed on
Schedule
A
hereto.
At Closing, the Nominee will transfer the issued and outstanding shares of
capital stock of Green Villa to the Issuer to effectuate the Exchange on behalf
of the Shareholders.
ARTICLE
II
CLOSING
DELIVERIES
2.1 Closing
Deliveries by the Shareholders.
At the
Closing, in addition to documents referred to elsewhere herein, the Shareholders
shall deliver, or cause to be delivered, in a form reasonably satisfactory
to
Issuer, stock certificates or lost stock affidavits representing the shares
owned by the Shareholders, which collectively shall represent all the Shares
to
be transferred to Issuer as set forth above and a prospectus.
2.2 Closing
Deliveries by Issuer.
At the
Closing, Issuer shall deliver to the Shareholders, certificates representing
the
shares of Issuer to be issued pursuant to the Exchange.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF ISSUER
Issuer
makes the following representations and warranties to Shareholders on and as
of
the date hereof, and the Closing Date, with the knowledge and understanding
that
the Shareholders are relying materially upon such representations and
warranties.
3.1 Organization
and Standing of Issuer.
Issuer
is a corporation duly organized, validly existing and in good standing under
the
laws of Delaware. The copies of the Certificate of Incorporation and By-laws
of
Issuer as amended to date, and made available to the Shareholders, are true
and
complete copies of those documents as now in effect.
3.2 Subsidiaries.
Issuer
has no subsidiaries and no interest in any other corporation, partnership,
joint
venture or other entity.
3.3 Capitalization.
The
authorized capital stock of Issuer, consists of 30,000,000 shares of common
stock, of which there are no shares issued and outstanding, and 5,000,000 shares
of preferred stock authorized, of which none have been issued.
3.4 Authority.
This
Agreement constitutes, and all other agreements contemplated hereby will
constitute when executed and delivered by Issuer in accordance herewith, the
valid and legally binding obligation of Issuer, enforceable in accordance with
their respective terms.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF GREEN VILLA AND THE SHAREHOLDERS
Green
Villa and the Shareholders make the following representations and warranties,
jointly and severally, to Issuer as follows as of the date hereof and the
Closing Date, with the knowledge and understanding that Issuer is relying
materially upon such representations and warranties:
4.1 Organization
and Standing of Green Villa.
Green
Villa is a corporation duly organized, validly existing and in good standing
under the laws of the Cayman Islands and has the corporate power to carry on
its
business as now conducted and to own its assets and is duly qualified to
transact business as a foreign corporation in each state where such
qualification is necessary. Green Villa owns 80.08% of the capital stock of
Shanghai Newsummit Biopharma Co., Ltd., a China based company (“Newsummit
China”). Shanghai Fudan Science-Tech Park Investment Co. Ltd owns 3.98% of
Newsummit China and Shanghai Science-Tech Investment Co, Ltd own the remaining
15.94% of Newsummit China.
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4.2 Capitalization.
Green
Villa has 50,000 shares authorized with 40,000 shares of common stock issued
and
outstanding and no preferred stock. The shares of common stock of Green Villa
that are issued and outstanding are duly authorized, validly issued and
outstanding, fully paid and nonassessable, and were not issued in violation
of
the preemptive rights of any person.
4.3 Governmental
Approval; Consents.
No
authorization, license, permit, franchise, approval, order or consent of, and
no
registration, declaration or filing by Green Villa with, any governmental
authority, domestic or foreign, federal, state or local, is required in
connection with the execution, delivery and performance of this Agreement and
consummation of the Exchange. No consents of any other parties are required
to
be received by or on the part of Green Villa to enable it to enter into and
carry out its obligations under this Agreement.
4.4 Authority.
This
Agreement constitutes, and all other agreements contemplated hereby will
constitute, when executed and delivered by Green Villa and its Shareholders
in
accordance herewith, the valid and binding obligations of Green Villa and its
Shareholders enforceable in accordance with their respective terms.
ARTICLE
V
MISCELLANEOUS
5.1 Expenses.
Each
party hereto agrees to pay its own costs, fees and expenses incurred in
negotiating this Agreement and consummating the transactions described
herein.
5.2 Construction.
This
Agreement shall be construed and enforced in accordance with the internal laws
of the State of New York without giving effect to the principles of conflicts
of
law thereof.
5.3 Counterparts.
This
Agreement may be executed in counterparts, including by facsimile, each of
which
shall be deemed an original, but all of which shall together constitute one
and
the same Agreement.
5.4 No
Implied Waiver; Remedies.
No
failure or delay on the part of the parties hereto to exercise any right, power,
or privilege hereunder or under any instrument executed pursuant hereto shall
operate as a waiver nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege. All rights, powers, and
privileges granted herein shall be in addition to other rights and remedies
to
which the parties may be entitled at law or in equity.
5.5 Entire
Agreement.
This
Agreement, including any exhibits attached hereto, sets forth the entire
understandings of the parties with respect to the subject matter hereof, and
it
incorporates and merges any and all previous communications, understandings,
oral or written as to the subject matter hereof, and cannot be amended, waived
or changed except in writing, signed by the party to be bound
thereby.
3
5.6 Headings.
The
headings of the Sections of this Agreement, where employed, are for the
convenience of reference only and do not form a part hereof and in no way
modify, interpret or construe the meanings of the parties.
5.7 Severability.
To the
extent that any provision of this Agreement shall be invalid or unenforceable,
it shall be considered deleted herefrom and the remainder of such provision
and
of this Agreement shall be unaffected and shall continue in full force and
effect.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the Effective
Date.
| NEWSUMMIT BIOPHARMA CO., INC. | ||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
| GREEN VILLA HOLDINGS, LTD. | ||
| |
|
|
| By: | /s/ Xxx Xxx | |
|
Name:
Xxx Xxx
Title:
Authorized Representative
|
||
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| SHAREHOLDER: Xxx Xxx | ||
| |
|
|
| /s/ Xxx Xxx | ||
|
(Signature) |
||
|
No.
of shares of Green Villa: 40,000
No.
of shares of Issuer to be issued: 10,000,000
|
||
Tax
ID
No. or SS No.:_________________________
Street
Address: ______________________________
___________________________________________
5
SCHEDULE
A
Every
share of issued and outstanding stock owned by the Shareholders shall be
exchanged for 250 shares of common stock of Newsummit.
|
Name
of the Shareholder
|
Green
Villa Shares owned
|
Issuer
shares
|
|
Xxx
Xxx
|
20,512
|
5,128,086
|
|
Praise
Luck Investments Limited
|
4,744
|
1,185,984
|
|
Goldsmart
Consultants Limited
|
4,144
|
1,035,930
|
|
Warner
Technology & Investments Corp.
|
4,600
|
1,150,000
|
|
Jesup
& Xxxxxx Securities Corp.
|
6,000
|
1,500,000
|
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