EXHIBIT 2.1
SHARE PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into
effective as of September 8, 2003, by and among Comp Property International
Limited (hereinafter "Comp Property"), a corporation registered in the
British Virgin Islands, and Mr. Xxx Xxxx, an individual (hereinafter the
"Shareholder"), and Xxxxxx Technologies Corp., a corporation registered in
the State of Delaware, the United States of America (hereinafter "Xxxxxx").
Each of Comp Property, the Shareholder and Xxxxxx is also referred to as
a "Party", collectively the "Parties".
RECITALS
WHEREAS, the Shareholder is the beneficial owner and holds of record
one hundred percent (100%) of the shares of capital stock of Xxxxxx;
WHEREAS, Comp Property desires to purchase certain number of shares of
capital stock of Xxxxxx, upon consummation of which Comp Property will become
the controlling shareholder of Xxxxxx;
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
1) TERMS
a) Capitalization of Xxxxxx. Immediately prior to the closing of the
transaction contemplated hereby, the Shareholder holds of record
five million (5,000,000) shares, constituting one hundred percent
(100%), of the capital stock of Xxxxxx.
b) Transfer of Existing Shares. As the sole shareholder of Xxxxxx, the
Shareholder will transfer to Comp Property four million two hundred
fifty thousand (4,250,000) share of capital stock of Xxxxxx
(hereinafter the "Transfer"). In consideration of the Transfer and
acquisition of the Xxxxxx Shares, Comp Property agrees to pay the
Shareholder an aggregate consideration of forty-two thousand five
hundred U.S. dollars (US$42,500) (the "Acquisition Price").
c) Issuance of New Shares. Concurrently with the Transfer, Comp
Property agrees to purchase an additional ten million (10,000,000)
shares of the capital stock of Xxxxxx (the "New Xxxxxx Shares"). In
consideration for the subscription of of New Xxxxxx Shares, Comp
Property agrees to pay Xxxxxx an aggregate consideration of one
hundred thousand U.S. dollars (US$100,000) (the "Subscription
Price").
d) Upon consummation of the transactions, Comp Property Shareholder
will hold ninety-five percent (95%) and five percent (5%) of the
capital stock of Xxxxxx, respectively.
e) Legend. Upon issuance thereof, and until such time as the same is
no longer required under the applicable requirements of the
Securities Act, the Xxxxxx Shares (and all securities issued in
exchange or substitution therefor) shall bear the following legend
or such other legend as may be appropriate with respect to the
Xxxxxx Shares to be resold:
"THE SECURITIES EVIDENCED HEREBY WERE ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM."
f) The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall occur upon execution and delivery
of this Agreement by the Parties, together with all documents,
instruments, and agreements referred to herein by the respective
parties referred to in such documents, instruments, and agreements.
The date on which the Closing occurs shall be referred to as the
"Closing Date".
2) Deliveries at the Closing.
a) The Shareholder's Obligations at Closing. At the Closing, the
Shareholder will:
i) Deliver or cause to be delivered to Comp Property a stock
certificate or stock certificates representing and evidencing
the Xxxxxx Shares, endorsed in blank or accompanied by duly
executed assignment documents or stock powers sufficient to
transfer good and marketable title to the Xxxxxx Shares to
Comp Property; and
ii) Execute and deliver this Agreement and all other documents,
instruments, and agreements referred to herein or contemplated
hereby.
b) Xxxxxx'x Obligations at Closing. At the Closing, Xxxxxx will:
i) Deliver or cause to be delivered to Comp Property a stock
certificate or stock certificates representing and evidencing
the New Xxxxxx Shares.
ii) Execute and deliver this Agreement and all other documents,
instruments, and agreements referred to herein or contemplated
hereby.
c) Comp Property's Obligations at Closing. At the Closing, Comp
Property will:
i) Transfer or cause to be transferred the Purchase Price and
Subscription Price in immediately available funds to the
Shareholder and Xxxxxx, respectively.
ii) Execute and deliver this Agreement and all other documents,
instruments, and agreements referred to herein or contemplated
hereby; and
3) REPRESENTATIONS AND WARRANTIES
a) Representations and Warranties of the Shareholder and Xxxxxx. The
Shareholder and Xxxxxx hereby represent and warrant to Comp
Property that the statements contained in this Section 3.a. are
correct and complete as of the Closing Date. Notwithstanding Comp
Property's due diligence investigation of the Shareholder and Xxxxxx,
Comp Property may rely on the representations and warranties
contained in this Section 3.a.
i) Authorization of Transaction. The Shareholder and Xxxxxx have
full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.
ii) Validity of the Xxxxxx Shares. The Xxxxxx Shares and New Xxxxxx
Shares are clear of any liens, claims and other encumbrances.
Neither the Shareholder nor Xxxxxx is a party to any voting
trust, proxy, or other agreement or understanding with respect
to the voting of any capital stock of Xxxxxx. All of the issued
and outstanding equity interests of Xxxxxx have been duly
authorized and are validly issued, fully paid and non-assessable.
iii) Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (a) violate any governing law or other restrictions
of any governmental authority to which the Shareholder and Xxxxxx
are subject, or (b) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create
in any person the right to accelerate, terminate, modify, or
cancel, or require any notice under any agreement, contract,
lease, license, permit, governmental approval, certificate,
instrument, or other arrangement to which they are a party or by
which they are is bound or to which any of their assets or
properties is subject.
iv) Broker's Fees. Neither the Shareholder nor Xxxxxx has any
liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Shareholder or
Xxxxxx could become liable or obligated.
v) Disclosure. The representations and warranties contained in
this Section 3.a. do not contain any untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements and information contained in this
Section 3.a. not misleading.
b) Representations and Warranties of Comp Property. Comp Property hereby
represents and warrants to the Shareholder that the statements
contained in this Section 3.b are correct and complete as of the
Closing Date. Moreover, notwithstanding the Shareholder's due diligence
investigation of Comp Property, the Shareholder may rely on the
representations and warranties contained in this Section 3.b.
i) Organization of Comp Property. Comp Property is duly organized,
validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.
ii) Authorization of Transaction. Comp Property has full power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
iii) Restriction on Resale. Comp Property understands that the Xxxxxx
Shares and New Xxxxxx Shares have not been registered for sale
under the Securities Act of 1933, as amended, are being offered and
sold to Comp Property pursuant to an exemption from registration
under Section 4(2) of the Securities Act.
iv) Undertaking. Comp Property hereby undertakes that, following the
consummation of the transaction contemplated hereby, it will make,
or cause to be made, all necessary filings, and take all other
steps necessary to remain a reporting company under the Exchange
Act of 1934, as amended.
v) Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (a) violate any governing law or other restrictions
of any governmental authority to which Comp Property is subject,
or any provision of its charter or bylaws, or (b) conflict with,
result in a breach of, constitute a default under, result in the
acceleration of, create in any person the right to accelerate,
terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, permit, governmental approval,
certificate, instrument, or other arrangement to which Comp
Property is a party or by which it is bound or to which any of
its assets or properties is subject.
vi) Broker's Fees. Comp Property has no liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for
which Comp Property could become liable or obligated.
vii) Disclosure. The representations and warranties contained in this
Section 3.b. do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make
the statements and information contained in this Section 3.b. not
misleading.
4) MISCELLANEOUS
a) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement between the
Parties and supersedes any prior understandings, agreements, or
representations by or between the Parties, written or oral, to
the extent they related in any way to the subject matter hereof.
b) Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their
respective successors and assigns. No Party may assign this
Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other; provided, however,
that such consent shall not be unreasonably withheld.
c) Counterparts. This Agreement may be executed by facsimile signature
and in one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and the same
instrument.
d) Headings. The section headings contained herein are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
e) Applicable Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of Hong Kong without giving
effect to any choice or conflict of law provision or rule (whether
of Hong Kong or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than Hong Kong.
f) Amendments and Waivers. No amendments of any provision of this
Agreement shall be valid unless the same shall be in writing and
signed by the Parties. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenants hereunder,
whether intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder to affect in any way any rights arising by
virtue of any prior or subsequent such occurrence.
g) Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any state or
jurisdiction shall not affect the validity or enforceability of
the remaining terms and provision hereof or the validity or
enforceability of the offending term or provision in any other
situation or in any other state or jurisdiction.
h) Expenses. Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
i) Construction: Official Version. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the
Parties and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement.
j) Specific Performance. Each of the Parties acknowledges and agrees
that the other Party would be damaged irreparably in the event any
of the provisions of this Agreement are not performed in accordance
with their specific terms or otherwise are breached. Accordingly,
each of the Parties agrees that the other Party shall be entitled
to an injunction or injunctions to prevent breach of the provisions
of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any
court of Hong Kong, in addition to any other remedy to which they
may be entitled, at law or equity.
IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement on the date first above written.
Xxx Xxxx Comp Property International Limited
By: /s/ Xxx Xxxx By: /s/ Xxxxxx Xxx Xx Xxx
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Xxx Xxxx Xxxxxx Xxx Xx Xxx
