EXHIBIT 2
PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as
the "Agreement") is entered into as of this __ day of August, 2003 by and
between C&D PRODUCTION GROUP INC. (formerly known as North Drive Holdings Ltd.
and hereinafter referred to as "BVI"), C&D PRODUCTION INC. (formerly known as
HUILE' OIL & GAS, INC. and hereinafter referred to as "CDPI") Xxxx, Xxxx-Lien
and Chou, Chin-Ping, duly authorized to act for the shareholders of BVI
(hereinafter individually and collectively referred to as "Shareholder").
WITNESSETH
WHEREAS, BVI is organized under the laws of the British Virgin Islands,
with authorized capital stock of unlimited common shares, of which 7,950,000
shares were issued and outstanding as of July 31, 2003 (hereinafter "BVI
Shares") issued;
WHEREAS, CDPI is a Nevada corporation with authorized capital stock of
25,000,000 shares of $0.001 par value Common Stock, of which 18,900,000 shares
were issued and outstanding as of July 31, 2003;
WHEREAS, CDPI desires to purchase from Shareholder all of the issued
and outstanding shares of BVI owned by Shareholder in exchange solely for CDPI
shares of common stock ("Stock");
WHEREAS, it is the intention of Shareholder to exchange the BVI Shares
held by it for Stock of CDPI, on the terms and conditions set forth herein; and
WHEREAS, it is the intention of CDPI, BVI and Shareholder that the
transactions contemplated hereby constitute a tax-free "reorganization" as
defined in the United States Internal Revenue Code of 1986, as amended, and that
all the terms and provisions of this Agreement be interpreted, construed and
enforced to effectuate this intent.
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NOW THEREFORE in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
parties hereto agree as follows:
Article I
EXCHANGE
1.1 EXCHANGE OF STOCK OF BVI. At the Closing Date (as defined in
Article VIII hereof), in accordance with the provisions of this Agreement and
applicable law, Shareholder shall transfer and CDPI shall acquire all of the BVI
Shares owned by Shareholder.
1.2 RESULTING CAPITALIZATION. At the Closing Date, giving effect to the
surrender for cancellation of 9,681,000 shares of Stock (as defined in Article
VI hereof) and the issuances of 13,828,500 shares of Stock (as defined in
Article II hereof), CDPI will have issued and outstanding 23,047,500 shares of
stock.
Article II
CONSIDERATION
2.1 EXCHANGE. Shareholder and CDPI agree that all of the BVI Shares
owned by Shareholder shall be exchanged with CDPI for 13,828,500 shares of
Stock. Such Stock shall be issued in certificates of such denominations, amounts
and names as may be requested by Shareholder.
2.2 INVESTMENT INTENT. Shareholder represents and warrants that he is
acquiring said shares for investment purposes only and not with a view towards
resale or redistribution in violation of United States and federal securities
laws. Shareholder agrees to deliver to CDPI at the closing, a letter setting
forth an agreement that said shares are being acquired for investment purposes
only and will not be sold except in compliance with the Securities Act of 1933,
as amended, and the Rules and Regulations promulgated thereunder, including, but
not limited to Regulation S.
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2.3 DELIVERY. At said closing, Shareholder shall deliver certificates
for the shares of BVI, duly endorsed in negotiable form, with signatures
guaranteed, free and clear from all claims and encumbrances.
Article III
REPRESENTATIONS AND WARRANTIES OF CDPI
CDPI represents and warrants to Shareholder as follows:
3.1 ORGANIZATION. CDPI is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the State of
Nevada and has the corporate power and authority to own or lease its properties
and to carry on business as now being conducted.
3.2 CAPITALIZATION. As of the Closing Date, the authorized capital
stock of CDPI shall consist of 25,000,000 shares of $0.001 par value common
stock. As of the date hereof, 18,900,000 are currently issued and outstanding.
As of the Closing Date, not to extend 9,219,000 shares will be issued and
outstanding. All said shares are validly issued, fully paid and non-assessable.
3.3 FINANCIAL STATEMENTS. CDPI has furnished to Shareholder audited
financial statements as of December 31, 2002 and unaudited financial statement
as of June 30, 2003. said financial statements contain the Balance Sheet,
Statements of Income, Statements of Stockholders= Equity, Statement of Cash Flow
and Notes of CDPI. All of said financial statements, (i) are in accordance with
CDPI=s books and records, (ii) present fairly and financial position of CDPI as
of such dates, and its results of operations and changes in financial position
for the respective periods indicated, (iii) have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis, and
(iv) consistent with prior business practice, contain adequate reserves for all
known or contingent liabilities, losses and refunds with respect to services or
products already rendered or sold.
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3.4 CHANGES IN FINANCIAL CONDITION. Except as it relates to the
transactions contemplated by this Agreement, from the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of CDPI from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse.
3.5 AUTHORIZATION. CDPI has the power to enter into this Agreement, and
this Agreement, when duly executed and delivered, will constitute the valid and
binding obligation of CDPI. Other than approval by the Board of Directors and/or
shareholders of CDPI, no proceedings are necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of CDPI enforceable in accordance with its terms.
3.6 EFFECT OF AGREEMENT. The execution and delivery by CDPI of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of CDPI, or any material
agreement or instrument to which CDPI is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of CDPI.
3.7 MINUTES BOOK. The records of meetings and other corporate actions
of CDPI (including any committees of the Board) which are contained in the
Minute books of CDPI contain complete and accurate records of the matters
reflected in such minutes.
3.8 LITIGATION; CLAIMS. CDPI is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or threatened
against CDPI or its business, at law or in equity, or before or by any
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governmental department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would have a material effect
on the business or financial condition of CDPI or the ability of CDPI to carry
on its business. The consummation of the transactions herein contemplated will
not conflict with or result in the breach or violation of any judgment, order,
writ, injunction or decree of any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.
3.9 TAXES AND REPORTS. At the Closing Date, CDPI (i) will have filed
all tax returns required to be filed by any jurisdiction, domestic or foreign,
to which it is or has been subject, (ii) has either paid in full all taxes due
and taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date.
3.10 COMPLIANCE WITH LAWS AND REGULATIONS. To the best of CDPI's
knowledge CDPI has complied with, and are not in violation of any federal,
state, local or foreign statute, law, rule or regulation with respect to the
conduct of CDPI's businesses.
3.11 FINDERS. CDPI is not obligated, absolutely or contingently, to any
person for financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated by this
Agreement.
3.12 NATURE OF REPRESENTATIONS. CDPI has taken reasonable care to
ensure that all disclosures and facts are true and accurate, and that there are
no other material facts, the omission of which would make misleading any
statement herein. Further, to the best of CDPI's knowledge, no representation,
warranty or agreement made by CDPI in this agreement or any of the Schedules or
any other Exhibits hereto and no statement made in the Schedules or any such
Exhibit, list, certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions herein contemplated
contains, or will contain, any untrue statement of a material fact necessary to
make any statement, representation, warranty or agreement not misleading.
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Article IV
REPRESENTATIONS AND WARRANTIES OF BVI AND SHAREHOLDER
BVI and Shareholder, and each of them, represent and warrant to CDPI as
follows:
4.1 ORGANIZATION. BVI is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the British
Virgin Islands, has the corporate power and authority to own or lease its
properties and to carry on business as now being conducted.
4.2 CAPITALIZATION. The authorized capital stock of BVI consists of one
class of shares of stocks, the total number of shares which BVI is authorized to
issue is unlimited shares, of which 7,950,000 shares are presently issued and
outstanding as of July 31, 2003. All said shares are validly issued, fully paid
and non-assessable. There are no outstanding options, warrants, rights,
commitments or agreements of any kind relating to the issuance of any shares of
Common Stock or other equity or convertible security of BVI to any person. None
of the shares of Common Stock of BVI is reserved for any purpose. BVI is not
subject to any obligation (contingent or otherwise), nor does it have any option
to repurchase or otherwise acquire or retire any shares of its Common Stock.
4.3 AUTHORITY. BVI and Shareholder have the full power and authority to
enter into this Agreement and to carry out its obligations hereunder. Other than
approval by the Board of Directors and/or shareholders of Shareholder, no
proceedings on the part of Shareholder are necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of BVI and Shareholder enforceable in accordance
with its terms.
4.4 FINANCIAL STATEMENTS. BVI has furnished to CDPI audited financial
statements as of June 30, 2003 (the "Financial Statements). Said Financial
Statements contain the Balance Sheet, Statements of Income, Statements of
Stockholders= Equity, Statements of Cash Flow and Notes of BVI. All of said
Financial Statements, (i) are in accordance with BVI's books and records, (ii)
present fairly and
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financial position of BVI as of such dates, and its results of operations and
changes in financial position for the respective periods indicated, (iii) have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis, and (iv) consistent with prior business practice,
contain adequate reserves for all known or contingent liabilities, losses and
refunds with respect to services or products already rendered or sold.
4.5 CHANGES IN FINANCIAL CONDITION. From the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of BVI from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse. BVI is
not subject to any debt, liability or obligation (contingent or otherwise).
4.6 TITLE TO ASSETS. BVI has and on the Closing Date will have good
record and marketable title to all its assets. Such assets are subject to no
mortgage, pledge, lien, conditional sales agreement, lease, encumbrance or
charge whatsoever.
4.7 ALL PATENT/LICENSE RIGHTS. To the best of its knowledge, BVI owns
or possesses the requisite licenses or other rights to use all licenses,
patents, trademarks, service marks, service names and trade names presently
used. There is no claim or action by any person, or proceeding pending, or
threatened which challenges the exclusive rights of BVI with respect to said
rights used, or contemplated to be used, in BVI's business. Nothing herein
contained have or shall be deemed to constitute a representation or warranty
that such licenses, patents, trademarks, or trade names may not be utilized or
challenged in the future, and that they will be upheld if challenged.
4.8 CONTRACTS/OTHER RIGHTS. Prior to the closing, BVI will furnish CDPI
with a true and complete list and description of all material contracts and
licenses entered into by BVI (the "Contracts"), including any contracts,
licenses by and between BVI and Shareholder, between them and with others. Each
of the agreements, contract, commitments, leases, plans and other instruments,
documents
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and undertakings to be supplied is valid and enforceable in accordance with its
terms. BVI is not in default of the performance, observance or fulfillment of
any material obligations, covenant or condition contained therein; and no event
has occurred which with or without the giving of notice or lapse of time, or
both, would constitute a default thereunder; furthermore, except as may be
disclosed in writing at the time of delivery, no such agreement, contract,
commitment, lease, plan or other instrument, document or undertaking, in the
reasonable opinion of BVI, contains any contractual requirement with which there
is a likelihood BVI will be unable to comply.
4.9 COMPETITION. Except as set forth in the Contracts described in 4.8
above, neither BVI, nor any officer or director or Shareholder of BVI has any
material direct or indirect financial or economic interest in any related
industry entity or in any competition or customer of BVI.
4.10 EFFECT OF AGREEMENT. The execution and delivery by BVI and
Shareholder of this Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a breach of the terms of,
or constitute a default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws of BVI, or
any material agreement or instrument to which BVI or Shareholder is give to rise
to any interests or rights, including rights of termination, acceleration or
cancellation, in or with respect to any of the properties, assets, agreements,
leases, or business of BVI.
4.11 PERSONAL PROPERTY. All of the property, assets and equipment owned
by or used by BVI is in good repair, well maintained, and in good and
satisfactory operating condition consistent with their age, free from any known
defects, except such minor defects as to not substantially interfere with the
continued use thereof in the conduct of normal operations and such property,
assets, and equipment which is owned by BVI is valued on the Financial
Statements at original purchase price less reasonable depreciation consistently
applied in accordance with generally accepted accounting principles.
4.12 MINUTES BOOK. The records of meetings and other corporate actions
of Shareholder and the Board of Directors (including any committees of the
Board) of Shareholder and
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BVI which are contained in the Minute books of Shareholder and BVI contain
complete and accurate records of the matters reflected in such minutes.
4.13 LITIGATION; CLAIMS. Neither Shareholder nor BVI is a party to, and
there are not any claims, actions, suits, investigations or proceedings pending
or threatened against BVI or its business, at law or in equity, or before or by
any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely would have a
material effect on the business or financial condition of BVI or the ability of
BVI to carry on its business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or violation of any
judgment, order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign.
4.14 TAXES AND REPORTS. At the Closing Date, BVI (i) will have filed
all tax returns required to be filed by any jurisdiction, federal and
provincial, to which it is or has been subject, (ii) has either paid in full all
taxes due and taxes claimed to be due by each jurisdiction, and any interest and
penalties with respect thereto, and (iii) has adequately reflected as
liabilities on its books, all taxes that have accrued for any period to and
including the Closing Date. No state of facts exists or has existed which would
constitute grounds for the assessment of any taxes with respect to the periods
which have not been audited by the Canada Customs and Revenue Agency or any
other federal or provincial taxing authority. There are no outstanding tax
elections, or agreements or waivers extending the statutory period of
limitation, applicable to any federal or province return for taxes of BVI for
any period.
4.15 PERSONNEL. Included in the corporate records described, in part,
in 4.12, is a true and correct list of all directors, officers and employees of
BVI. There are no bonuses, commissions or other compensation of any kind due to,
or expected by, present or former employees, except regular compensation for the
current payroll period; BVI is not aware that any officer or employee has any
intention to terminate his or her employment with BVI; and BVI is not a party to
or bound by any employment agreement, or collective bargaining or other labor
agreement.
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4.16 COMPLIANCE WITH LAWS AND REGULATIONS. To the best of their
knowledge, BVI and Shareholder have complied with, and are not in violation of
any federal, state, local or province statute, law, rule or regulation with
respect to the conduct of BVI=s businesses, which violation might have a
material adverse effect on the business, financial condition or earnings of BVI.
4.17 FINDERS. BVI and Shareholder, and each of them, are not obligated,
absolutely or contingently, to any person for financial advice, a finder's fee,
brokerage commission, or other similar payment in connection with the
transactions contemplated by this Agreement.
4.18 LEASES. Prior to the closing, BVI will furnish CDPI with true and
complete list and description of all leases of real property and equipment by
and between BVI and the lessees. Each of said leases are valid and enforceable
in accordance with its terms.
4.19 NATURE OF REPRESENTATION. BVI and Shareholder have taken
reasonable care to ensure that all disclosures and facts are true and accurate
and that there are no other material facts, the omission of which would make
misleading any statement herein. Further, no representation, warranty or
agreement made by BVI and Shareholder in this Agreement or any of the Schedules
or any other Exhibits hereto and no statement made in the Schedules or any such
Exhibit, list, certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions herein contemplated
contains, or will contain, any untrue statement of a material fact necessary to
make any statement, representation, warranty or agreement not misleading.
Article V
ACCESS TO INFORMATION
5.1 ACCESS TO INFORMATION. BVI and Shareholder shall afford
representatives of CDPI reasonable access to officers, personnel, and
professional representatives of BVI and such of the financial, contractual and
corporate records of BVI as shall be reasonably necessary for CDPI's
investigations and appraisal of BVI.
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5.2 EFFECT OF INVESTIGATIONS. Any such investigation by CDPI of BVI
shall not affect any of the representations and warranties hereunder and shall
not be conducted in such manner as to interfere unreasonably with the operation
of the business of BVI.
Article VI
CONDITIONS TO OBLIGATIONS OF CDPI
The obligations of CDPI under this Agreement are, at the option of
CDPI, subject to the satisfaction, at and prior to the Closing Date, of the
following conditions:
6.1 FULFILLMENT OF COVENANTS. All the terms, covenants and conditions
of this Agreement to be complied with and performed by BVI at or before the
Closing Date shall have been duly complied with and performed.
6.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES; OTHER, DOCUMENTS. All
of the representations and warranties made by all parties to this Agreement
shall be true as of the Closing Date.
6.3 NO LITIGATION. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon BVI, or any of the
officers or directors thereof, because of this consummation of the transactions
contemplated by this Agreement.
Article VII
CONDITIONS TO OBLIGATIONS OF SHAREHOLDER
The obligations of Shareholder under this Agreement are, at the option
of Shareholder, subject to the satisfaction, at and prior to the Closing Date,
of the following conditions:
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7.1 FULFILLMENT OF COVENANTS. All the terms, covenants and conditions
of this Agreement to be complied with and performed by BVI at or before the
Closing Date shall have been duly complied with and performed.
7.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES; OTHER DOCUMENTS. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.
7.3 NO LITIGATION. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon BVI, or any of the
officers or directors thereof, because of the consummation of the transactions
contemplated by this Agreement.
7.4 SURRENDER OF SHARES. Between the date hereof and the Closing Date,
CDPI shall cause to be acquired not less than 9,681,000 shares of the issued and
outstanding common stock, said shares of stock shall be restored to authorized
but unissued.
Article VIII
CLOSING
8.1 CLOSING DATE. The consummation of the exchange shall take place on
September 8, 2003, 1:45 p.m., at the offices of C&D PRODUCTION INC., 0X, Xx 000
Xxxxx-Xx, X. Xxxx, Xxxxxx, Xxxxxx, Xxxxxxxx of China or such other time or place
as shall be mutually agreed upon by the parties to this Agreement.
8.2 ACTIONS TO BE TAKEN BY PARTIES ON THE CLOSING DATE. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be delivered on the Closing Date.
8.3 OTHER. Between the date hereof and the Closing Date, CDPI will take
no actions, other than those reasonably required to consummate a closing,
without the prior written consent of BVI.
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Article IX
INDEMNIFICATION AND ARBITRATION
9.1 INDEMNIFICATION. Each of the parties agree to indemnify and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions or agreements in
this Agreement or in any schedule, certificate,, exhibit or other document
furnished, or to be furnished under this Agreement.
9.2 CLAIMS OF INDEMNIFICATION. Any claim for indemnification pursuant
to this Agreement, unless otherwise received by means of direct negotiation
among the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the nature and
amount of the claim to the other.
Article X
PAYMENT OF EXPENSES
10.1 EXPENSES BUDGET. Each party shall bear its own expenses relating
to this transaction.
Article XI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
11.1 SURVIVAL. All statements contained in the Schedules, any Exhibit
or other instrument delivered by or on behalf of the parties hereto or in
connection with the transactions contemplated by this Agreement shall be deemed
to be representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.
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Article XII
General
12.1 PARTIAL INVALIDITY. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable" the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.
12.2 WAIVER. No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed and extension of
the time for performance of any other obligation or act.
12.3 NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing thereof.
To: XXX
0X, Xx 0X0
Xxxxx-Xx, X. Xxxx,
Xxxxxx, Xxxxxx
Xxxxxxxx of China
To: C&D Production Inc.
0000 Xxxx Xxxxxxxxx Xxx.
Xxx Xxxxx, Xxxxxx 00000
Notice of change of address shall be given by written notice in the manner
detailed in this subparagraph 12.3.
12.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the
parties hereto.
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12.5 PROFESSIONAL FEES. In the event of the bringing of any action or
suit by a party hereto against another party hereunder by reason of any breach
of any of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs and expenses
of the action or suit, including actual attorney's fees, accounting fees, and
other professional fees resulting therefrom.
12.6 ENTIRE AGREEMENT. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as otherwise
expressly permitted herein. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.
12.7 TIME OF ESSENCE. The parties hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition,
obligation and provision hereof and that failure to timely perform any of the
terms, conditions, obligations or provisions hereof by either party shall
constitute a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
12.8 CONSTRUCTION. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
the Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all references to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action under
the terms of this Agreement is not a business day, the action shall be taken on
the next succeeding day.
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12.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.
12.10 Governing Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the British Virgin Islands.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
Taipei, Taiwan, Republic of China.
DATED: August __, 2003 C&D PRODUCTION INC.
By:/s/ XXXXXXX X. XXXXXX, XX.
_________________________________
Xxxxxxx X. Xxxxxx, Xx.
*/s/ 09/04/03
DATED: August __, 2003 BVI
*By:/s/ CHO, XXXX XXXX
________________________________
Chow, Chin-Ping
Chief Executive Officer
DATED: August __, 2003 SHAREHOLDER
*/s/ CHOU, XXXX XXXX
___________________________________
Xxxx, Xxxx-Lien
*/s/ CHOU, XXXX XXXX
___________________________________
Chou, Chin-Ping
[* Signatures on Counterparts]
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