RESCISSION AGREEMENT
Exhibit 2.1
This Rescission Agreement (this "Agreement") is made and entered into effective as of June 15, 2007, by and between Elite Xxxx, Inc., a Nevada corporation (“Elite" or the “Company”), Wishtop Group Limited (“Wishtop”) and Grace Well Holdings Limited (“Grace Well”), Xxxxxx Xxx, the shareholder of Wishtop and Feng Di, the shareholder of Grace Well (collectively referred to herein as the “Shareholders”). This Agreement rescinds a certain Agreement for Share Exchange dated February 16, 2007.
RECITALS
A.
Elite, Wishtop, Grace Well and the Shareholders are parties to a certain Agreement for Share Exchange, dated February 16, 2007 (“the Share Exchange Agreement”) pursuant to which Elite acquired a 100% ownership interest in Wishtop and a 100% ownership interest in Grace Well from the Shareholders in exchange for a total of 93,881,200 shares of the common stock of Elite (the “Exchange Shares”).
B.
Due to subsequent events, the parties desire to cancel and rescind the Share Exchange Agreement, subject to the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. | Incorporation of Recitals. The foregoing recitals are hereby incorporated in and made a part of this Agreement by this reference. |
2. | Rescission and Cancellation of Agreement. The parties agree as follows: |
| 2.1. | Upon execution of this Agreement, the parties will cancel and consider rescinded all previous agreements between the parties. According to this Agreement, the Exchange Shares shall be returned to Elite, and all ownership of Grace Well and Wishtop will transfer to the original Shareholders (“Return Transfer”). |
3. | Further Assurances. Each of the parties agrees to take such actions and steps as may be reasonably requested by the other party to effect the Return Transfer set forth in Section 2.1, including without limitation to execute and deliver any required filings with governmental authorities. Further, each of Elite, Wishtop, Grace Well and the Shareholders shall take all reasonable actions necessary to comply promptly with all legal requirements which may apply with respect to the transactions hereunder and will promptly cooperate with and furnish information to the other party in connection with any such requirements. |
4. | Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supercedes and replaces any prior or contemporaneous agreements or understandings, whether written or oral, relating to such subject matter. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. This Agreement may not be modified or amended except in writing signed by the parties. |
5. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. |
IN WITNESS WHEREOF, this Agreement for Share Exchange has been signed by the parties set forth below as of the date set forth above.
| Elite Xxxx, Inc. |
| /s/ Xxxx Xxx Xxxxx |
| Xxxx Xxx Xxxxx, Director |
| Wishtop Group Limited |
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| By: /s/ Xxxxxx Xxx Title:__________________ |
| Grace Well Holdings Limited |
| |
| By: /s/ Feng Di Title:__________________ |
| Shareholder of WISHTOP Group Limited |
| /s/ Xxxxxx Xxx |
| Xxxxxx Xxx |
| Shareholder of Grace Well Holdings Limited |
| /s/ Feng Xx |
| Xxxx Di |
